AGM

Mondadori Group: publication of 2021 Annual Report and additional documents for AGM

Arnoldo Mondadori Editore S.p.A. announces that the following documents for the Annual General Meeting, to be held on 28 April 2022 in first call (29 April in second call, if any), are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the 2021 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2021, the Directors’ Report on Operations (including the non-financial statement), the certifications pursuant to art. 154 bis, par. 5, of Legislative Decree no. 58/1998;
  • the Independent Auditors’ reports and the Board of Statutory Auditors’ report;
  • the Report on remuneration policy and compensation paid (prepared pursuant to Article 123-ter of the TUF and 84-quater of the Issuer Regulation);
  • the 2021 Report on corporate governance and ownership structure.

Notice is additionally given that the summary statement pursuant to art. 2429 of the Italian Civil Code is also available at the registered office.

Mondadori Group: publication of documents for the Annual general meeting of 28 april 2022

Arnoldo Mondadori Editore S.p.A. announces that the following documents are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the notice of call of the Ordinary Shareholders’ Meeting scheduled for Thursday 28 April 2022 in first call (29 April in second call, if any), together with the Directors’ explanatory report, in accordance with Article 125-ter of the TUF, on each of the items on the agenda;
  • the Information Document prepared pursuant to Article 84-bis of the Issuer Regulation concerning the 2022-2024 Performance Share plan.

The additional AGM documentation will be made available, in the manners above, within the time limits of current laws.

Publication of 2019 Annual Report and additional documents for AGM

Arnoldo Mondadori Editore S.p.A. hereby informs that the following documents for the Annual General Meeting, to be held on 22 April 2020 in first call and, if required, in second call on Wednesday 20 May 2020, are available at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the 2019 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2019, the Directors’ Report on Operations (including the non-financial statement), the certifications pursuant to art. 154 bis, par. 5, of Legislative Decree no. 58/1998 of Arnoldo Mondadori Editore S.p.A., the Independent Auditors’ reports and the Board of Statutory Auditors’ report;
  • the 2019 Report on Corporate Governance and Ownership Structure.

Publication of documentation of AGM to be held on 22 April 2020 in first call, on 20 May 2020 in second call

Arnoldo Mondadori Editore S.p.A. hereby announces that the notice of call of the Annual General Meeting, to be held on 22 April 2020 in first call and, if required, in second call on Wednesday 20 May 2020, is available at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section), together with the Directors’ explanatory reports, in accordance with Article 125-ter of the TUF, on the following items on the agenda to be discussed in ordinary session:

  • financial statements for the year ended 31 December 2019 and resolutions concerning the allocation of the 2019 profit of Arnoldo Mondadori Editore S.p.A. and the distribution of a dividend to shareholders;
  • authorization for the purchase and disposal of treasury shares, pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code;
  • resolutions, pursuant to Article 114-bis of the TUF, on the granting of financial instruments.

Also made available, in the above manners, the Information Document on the 2020-2022 Performance Share Plan, prepared in accordance with Annex 3A, under the provisions of Article 84-bis of the Issuer Regulation, and the Report on the remuneration policy and compensation paid (prepared pursuant to Article 123-ter of the TUF and Article 84-quater of the Issuer Regulation).

The notice of call of the AGM has been published today also in the daily newspaper indicated in the notice.

The additional AGM documentation will be made available, in the manners above, within the time limits of current laws.

Shareholders’ Meeting approves 2018 financial statements

  • Renewal of the authorization to purchase and sell treasury shares
  • Establishment of 2019-2021 Performance Share Plan

Today, 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.

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2018, as disclosed to the market last 14 March 2019.

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

REMUNERATION REPORT
The Shareholders’ Meeting approved Section One of the Remuneration Report on the policy adopted for 2019 regarding remuneration to directors and key management personnel.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 24 April 2018, the Meeting 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.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,346,703 treasury shares, equal to 0.515% of the share capital.

Here below is the information provided, also with regard to the provisions of art. 132 of Legislative Decree 58/1998 and to the provisions of art. 144-bis of Issuer Regulation no. 11971/1999, on the authorization issued by the Shareholders’ Meeting.

Motivations
The motivations underlying the authorization granted to purchase and sell treasury shares refer to the opportunity to attribute to the Board of Directors the power to:

  • to use the treasury shares purchased as compensation for the acquisition of interests within the framework of the Company’s investments;
  • to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
  • to undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
  • to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
  • to sell treasury shares as part of share-based incentive plans pursuant to art. 114-bis of Legislative Decree 58/1998, and of plans for the free allocation of shares to Shareholders.

Duration
The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2019, while the authorization to sell is granted to last for an unlimited period.

Maximum number of purchasable treasury shares
The authorization refers to the purchase, including in more than one tranche, of a maximum number of ordinary shares with a nominal value of € 0.26 each, also taking into account the shares held directly or indirectly in the portfolio from time to time, up to a cap of 10% of the Company’s share capital.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
Purchases shall be made on regulated markets pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998, of art. 5 of Regulation (EU) 596/2014, (ii) of art. 144-bis of the Issuer Regulation, (iii) of the EU and national legislation on market abuse, and (iv) of Accepted Market Practices.

Specifically, purchases shall be made on regulated markets, according to operating criteria which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals.

The minimum and maximum purchase price would be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. at a minimum unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and a maximum not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.

In terms of daily prices and volumes, the purchase transactions would be completed in compliance with the conditions established in art. 3 of the Delegated Regulation (EU) 2016/1052.

Purchases instrumental in (a) the support to market liquidity and (b) the purchase of treasury shares to build a so-called “treasury shares” portfolio, shall also be made in accordance with the conditions provided by market practices, under the combined provisions of art. 180, par. 1, lett. c) of Legislative Decree 58/1998 and of art. 13 of (EU) Regulation 596/2014.

With regard to the sale of treasury shares, the Meeting resolved to authorize the Board of Directors to sell purchased treasury shares: (i) through disposal of the shares on regulated markets; (ii) as consideration in the acquisition of interests as part of the Company’s investment policy; (iii) in the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company or third parties; (iv) to service share-based incentive plans approved by the Shareholders’ Meeting without any time limits.

2019-2021 PERFORMANCE SHARE PLAN
The Shareholders’ Meeting convened today 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.

For details on the 2019-2021 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the Information Document drawn up by the governing body, pursuant to CONSOB Regulation no. 11971/1999, and to the Explanatory Report, published on the Company’s website www.gruppomondadori.it “Governance/Shareholders’ Meeting” section.

APPOINTMENT OF THE INDEPENDENT AUDITORS
Following expiry of the assignment to Deloitte & Touche S.p.A. on approval of the 2018 financial statements, the Shareholders’ Meeting has 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 on the:

REVOCATION AND GRANTING OF POWERS TO THE BOARD OF DIRECTORS
In its extraordinary session, the Shareholders’ Meeting adopted, 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.

Specifically, the Shareholders’ Meeting resolved on:

  • the revocation, solely regarding the unexercised portion, of all the powers to increase the share capital and issue convertible bonds granted to the Board of Directors by the Extraordinary Shareholders’ Meeting held on 30 April 2014;
  • the granting of powers to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, to make a divisible increase in the share capital against payment, on one or more occasions, reserved with pre-emptive rights to the assignees, within a period of five years from the resolution date for a maximum nominal amount of € 75,000,000;
  • the granting of 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, pursuant to art. 2420-ter, par. 1, of the Italian Civil Code, the powers to correspondingly increase the share capital to service the conversion by issuing ordinary shares with the same characteristics as outstanding shares, for a maximum nominal amount of € 250,000,000, within a period of five years from the resolution date;
  • the granting of powers to the Board of Directors, in accordance with art. 2443 of the Italian Civil Code, to make a divisible increase in the share capital against payment, on one or more occasions, within a period of five years from the resolution date, excluding pre-emptive rights in accordance with art. 2441, par. 4, second sentence, of the Italian Civil Code, by issuing ordinary shares up to 10% of the total amount of shares forming the share capital of Arnoldo Mondadori Editore at the date of any exercise of the powers and, in any case, for a nominal amount of up to € 20,000,000.

The resolved renewal and granting of powers is motivated by the expediency to maintain and grant the Board of Directors the general powers to implement, through faster and more streamlined procedures than the resolutions adopted by the Extraordinary Shareholders’ Meeting, any capital transactions to strengthen the financial structure in support of the Group’s development targets.

With particular regard to the powers that may be exercised for capital increases with the exclusion of pre-emptive rights up to a ceiling of 10% of the existing capital, mention should be made that the offer made to third parties may represent an effective tool to increase the free float and maintain appropriate liquidity of the share at any moment, or be functional to the participation of qualified investors in the share capital, while curbing the diluting effects for existing shareholders.

NON-REPLENISHMENT OF REVALUATION RESERVES
The Extraordinary Shareholders’ Meeting also resolved 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.

The minutes of today’s Shareholders’ Meeting will be made available in the manner and within the time limits of law.

Publication of 2018 Annual Report and additional documents for AGM

Arnoldo Mondadori Editore S.p.A. hereby informs that the following documents are available from today at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the 2018 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2018, the Directors’ Report on Operations (including the non-financial statement), the certifications pursuant to art. 154 bis, par. 5, of Legislative Decree no. 58/1998 of Arnoldo Mondadori Editore S.p.A., the Independent Auditors’ reports and the Board of Statutory Auditors’ report;
  • the 2018 Report on Corporate Governance and Ownership Structure;
  • the Remuneration Report pursuant to art. 123-ter of Legislative Decree no. 58/1998.

Shareholders’ Meeting approves 2017 financial statements

  • Board of Directors appointed:
  • Marina Berlusconi Chairman
  • Ernesto Mauri CEO
  • Board of Statutory auditors appointed

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2017 and reviewed the 2017 consolidated financial statements of the Mondadori Group, which show a profit of 30.4 million euro, improving versus the like-for-like result of 2016 (22.5 million euro).

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2017, as disclosed to the market last 13 March 2018.

In accordance with the proposal of the Board of Directors, the Shareholders’ Meeting resolved to fully allocate profit for the year at 31 December 2017 (30,417,414.68 euro) to the Extraordinary Reserve under “Other reserves and profit/loss carried forward”, prior to allocation of 105,482.42 euro to the Legal Reserve.

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

APPOINTMENT OF THE BOARD OF DIRECTORS
The Meeting appointed the new Board of Directors; the 14 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2020.

The Board was elected on the basis of the lists submitted by the shareholder Fininvest S.p.A., holder of 53.299% of the share capital for a total of no. 139,355,950 shares, and by a grouping of shareholders formed by asset management companies and institutional investors holding a total of no. 8,065,686 shares, equal to 3.084% of the share capital.

The members of the new Board of Directors are:

  • Marina Berlusconi (Chairman), Ernesto Mauri, Pier Silvio Berlusconi, Oddone Maria Pozzi, Paolo Guglielmo Ainio, Elena Biffi, Francesco Currò, Martina Forneron Mondadori, Danilo Pellegrino, Roberto Poli, Angelo Renoldi, Mario Resca, Cristina Rossello (from the majority list submitted by the shareholder Fininvest S.p.A.);
  • Patrizia Michela Giangualano (from the minority list submitted by a group of shareholders formed by asset management companies and institutional investors).

The majority list gained 69.245% of votes.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., convened at the end of the Meeting and chaired by Marina Berlusconi, confirmed Ernesto Mauri as CEO, vesting him with the relevant powers of management.

In accordance with the provisions of the Corporate Governance Code for Listed Companies, Ernesto Mauri was identified as “Director in charge of the internal control and risk management system”.

Directors Elena Biffi, Angelo Renoldi, Cristina Rossello and Patrizia Michela Giangualano declared that they met the independence requirements set out in art. 148, par. 3, of Legislative Decree No. 58/1998 and in the Corporate Governance Code for Listed Companies.

Director Martina Forneron Mondadori declared that she met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998.

The composition of the Board of Directors complies with the provisions on gender equality set out in art. 147-ter, par. 1-ter, of Legislative Decree no. 58/1998.

The Board of Directors also appointed the members of the following Committees, in compliance with the principles established by the Corporate Governance Code for Listed Companies adopted:

  • Control and Risk Committee: Cristina Rossello, as Chairman (independent); Angelo Renoldi (independent); Patrizia Michela Giangualano (independent);
  • Remuneration and Appointments Committee: Angelo Renoldi, as Chairman (independent); Cristina Rossello (independent); Elena Biffi (independent);
  • Committee for Related Parties Transactions: Angelo Renoldi, as Chairman (independent); Cristina Rossello (independent); Elena Biffi (independent).

The Board also confirmed, until expiry of its term, therefore, until approval of the financial statements for the year ending 31 December 2020:

  • Cristina Rossello as Lead Independent Director;
  • Oddone Maria Pozzi as Financial Reporting Manager.

The executive Directors are: Marina Berlusconi, Ernesto Mauri, Oddone Pozzi and Mario Resca.

The CVs of the members of the new Board of Directors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

APPOINTMENT OF BOARD OF STATUTORY AUDITORS
The Shareholders’ Meeting also appointed the Board of Statutory Auditors, composed as follows:

  • Sara Fornasiero as Chairman (elected based on the minority list submitted by a group of shareholders formed by asset management companies and institutional investors);
  • Ezio Simonelli and Flavia Daunia Minutillo as Standing Auditors (elected based on the majority list submitted by the shareholder Fininvest S.p.A.);
  • Francesco Vittadini and Annalisa Firmani as Alternate Auditors (elected based on the majority list submitted by the shareholder Fininvest S.p.A.);
  • Mario Civetta as Alternate Auditor (elected based on the minority list submitted by a group of shareholders formed by asset management companies and institutional investors).

The majority list gained 85.558%of votes.

The Chairman of the Board of Statutory Auditors, Sara Fornasiero, declared that she met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998 and in the Corporate Governance Code for Listed Companies.

Standing Auditors Flavia Daunia Minutillo and Ezio Simonelli declared that they met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998.

The composition of the Board of Statutory Auditors complies with the provisions on gender equality set out in art. 148, par. 1-bis of Legislative Decree no. 58/1998.

The CVs of the members of the Board of Statutory Auditors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

REMUNERATION REPORT
The Meeting approved Section One of the Remuneration Report on the policy adopted for 2018 regarding remuneration to directors and key management personnel.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 27 April 2017, the Meeting 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.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 920,000 treasury shares, equal to 0.352% of the share capital.

Here below is the information provided on the authorization issued by the Meeting, also with reference to the provisions of art. 144-bis of Consob Regulation no. 11971/1999:

  1. Motivations
  • to use the treasury shares purchased as consideration in the acquisition of interests as part of the Company’s investment policy;
  • to use the treasury shares purchased in the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties, and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions implying the allocation or sale of treasury shares;
  • to undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
  • to rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
  • to sell treasury shares as part of share-based incentive plans pursuant to art. 114-bis of the TUF, and of plans for the free allocation of shares to Shareholders.
  1. Maximum number of purchasable treasury shares

The authorization refers to the purchase of a maximum number of ordinary shares with a nominal value of euro 0.26 each up to a cap of 10% of the Company’s share capital.

  • Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases shall be made pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998, of art. 5 of Regulation (EU) 596/2014, (ii) of art. 144-bis of the Issuer Regulation, (iii) of the EU and national legislation on market abuse, and (iv) of Accepted Practices.

Purchases shall be made on regulated markets, according to operating criteria which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals.

The minimum and maximum purchase price shall be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. at a unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.

In terms of daily prices and volumes, the purchase transactions shall be completed in compliance with the conditions established in art. 3 of the Delegated Regulation (EU) 2016/1052.

Any completed transaction shall be subject to disclosure pursuant to the terms and criteria set out in art. 87-bis of Consob Regulation no. 11971/1999.

Purchases instrumental in (a) the support to market liquidity and (b) the purchase of treasury shares to build a so-called “treasury shares” portfolio, shall also be made in accordance with the conditions provided by market practices, under the combined provisions of art. 180, par. 1, lett. C) of the TUF and of art. 13 of (EU) Regulation 596/2014.

With regard to the sale of treasury shares, the Meeting resolved to authorize the Board of Directors to sell purchased treasury shares: (i) through disposal of the shares on regulated markets; (ii) as consideration in the acquisition of interests as part of the Company’s investment policy; (iii) in the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company or third parties; (iv) to service share-based incentive plans approved by the Shareholders’ Meeting without any time limits.

  1. Duration

The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2018, while the authorization to sell is granted to last for an unlimited period.

2018-2020 PERFORMANCE SHARE PLAN

The Shareholders’ Meeting convened today approved, pursuant to art. 114-bis of Legislative Decree no. 58 of 24 February 1998, the establishment of the 2018-2020 Performance Share Plan intended for the CEO, the CFO – Executive Director and for certain Managers chosen by the Company, in compliance with the conditions previously disclosed to the market on 13 March 2018, pursuant to art. 84 bis, par. 1, of Consob Regulation no. 11971/1999.

For details on the 2018-2020 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the Information Document drawn up by the governing body, pursuant to Consob Regulation no. 11971/1999, and to the Explanatory Report, published on the Company’s website www.gruppomondadori.it “Governance/Shareholders’ Meeting” section.

The minutes of today’s Shareholders’ Meeting will be made available according to the procedures and time limits of law.

The Board of Directors, meeting today at the end of the Shareholders’ Meeting, based on the declarations made by the directors and the information available to the Company, also confirmed that the independence requirements set out in Legislative Decree 58/1998 and in the Corporate Governance Code for Listed Companies of directors Elena Biffi, Cristina Rossello, Angelo Renoldi, Patrizia Giangualano and Martina Forneron Mondadori were met; director Martina Forneron Mondadori, despite having held her position for over nine years, met all of the further requirements set out in the Corporate Governance Code for Listed Companies.

The Board, based on the declarations made by the statutory auditors and the information available to the Company, also confirmed that the independence requirements set out in Legislative Decree 58/1998 and in the Corporate Governance Code for Listed Companies of the members of the Board of Statutory Auditors were met.

Publication of the lists for appointments to the Board of Directors and to the Board of Statutory Auditors

Arnoldo Mondadori Editore S.p.A. informs that the lists for the appointments to the Board of Directors and to the Board of Statutory Auditors filed by the shareholder Fininvest S.p.A., holding a total of no. 139,355,950 shares equal to 53.299% interest in the share capital, and by a grouping of shareholders formed of asset management companies and institutional investors, holding a total of no. 8,065,686 shares, equal to 3.084% of the share capital, accompanied by the documentation pursuant to Consob regulation no. 11971/1999 and to the by-laws, are available at the registered office, at the authorized storage mechanism 1Info (www.1info.it), and on the website www.gruppomondadori.it (Governance section).

The shareholders that are part of the grouping of asset management companies and institutional investors have declared, pursuant also to Consob communication no. DEM/9017893 of 26 February 2009, the absence of any association and/or significant relations with shareholders who, also jointly, hold a controlling or relative majority investment.

Candidates to the Board of Directors

  • List submitted by the shareholder Fininvest S.p.A.:
1Marina Berlusconi8Martina Forneron Mondadori (*)
2Ernesto Mauri9Danilo Pellegrino
3Pier Silvio Berlusconi10Roberto Poli
4Oddone Maria Pozzi11Angelo Renoldi (*)
5Paolo Guglielmo Luigi Ainio12Mario Resca
6Elena Biffi (*)13Cristina Rossello (*)
7Francesco Currò14Alessandra Piccinino (*)

 

  • List submitted by a grouping of shareholders formed of asset management companies and institutional investors:
1Patrizia Michela Giangualano (*)
2Paolo Giovanni Agostino Alberoni (*)

(*) Candidates declaring their eligibility as independent director

 

Candidates to the Board of Statutory Auditors

  • List submitted by the shareholder Fininvest S.p.A.:
Standing Auditors
1Ezio Simonelli
2Flavia Daunia Minutillo
3Francesco Antonio Giampaolo

 

Substitute Auditors
1Francesco Vittadini
2Annalisa Firmani
3Fabrizio Malandra

 

  • List submitted by a grouping of shareholders formed of asset management companies and institutional investors:
Standing Auditors
1Sara Fornasiero

 

Substitute Auditors
1Mario Civetta

 

The Ordinary Shareholders’ Meeting for the appointments to the Board of Directors and to the Board of Statutory Auditors is convened on 24 April 2018 (on April 26 in second call, if necessary).

Publication of documents of Annual General Meeting on 24 april 2018

Arnoldo Mondadori Editore S.p.A. hereby informs that the notice of call of the Annual General Meeting on 24 April 2018, and the Directors’ reports, pursuant to art. 125-ter of Legislative Decree 58/1998 of the Italian Civil Code, on the following items on the agenda, to be discussed at the ordinary session, are available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it), and on the website www.gruppomondadori.it (Governance section):

  • authorization for the purchase and sale of treasury shares, pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code;
  • appointment of the Board of Directors;
  • appointment of the Board of Statutory Auditors;
  • resolutions, pursuant to art. 114-bis of the TUF, on the granting of financial instruments.

Also made available, in the above manners, the Information Document on the 2018-2020 Performance Share Plan, prepared in accordance with Annex 3A, under the provisions of art. 84-bis of the Issuer Regulation.

The notice of call of the AGM was published today also in the newspaper indicated in the notice.

The additional documents regarding the AGM will be made available, in the manners above, within the time limits established by current laws

  • Renewal of the authorization to purchase and sell treasury shares
  • Approval of the adoption of a 2017/2019 Performance Share Plan
  • Resolution of amendments to the by-law

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2016, and reviewed the 2016 consolidated financial statements of the Mondadori Group, which show a net profit of 22.5 million euro, improving by 16.1 million euro, therefore tripling versus 6.4 million euro in 2015.

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2016, as disclosed to the market last 21 March.

The Shareholders’ Meeting, in accordance with the Board of Directors’ proposal, resolved to fully cover the loss for the year of 15.2 million euro of the Parent Company Arnoldo Mondadori Editore S.p.A. (versus 32 million euro in the prior year) by using a corresponding amount of reserves.

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

Confirmation of the co-opted director

The Meeting confirmed Paolo Ainio as Director – previously appointed by cooptation by the Board of Directors on 28 July 2016 – until the expiry of the term of the Board of Directors (approval of the financial statements for the year ending 31 December 2017).

The professional profile of Director Paolo Ainio is available on the website www.gruppomondadori.it, Governance section.

Based on the information available to the Company, to date Paolo Ainio holds no shares of the Company.

Banzai media s.r.l. financial statements approved

The Shareholders’ Meeting approved the financial statements for the year ended 31 December 2016 of Banzai Media S.r.l., merged by incorporation in Arnoldo Mondadori Editore S.p.A., with accounting and tax effects from 1 January 2017.

Remuneration report

The Shareholders’ Meeting approved Section One of the Remuneration Report on the policy adopted for 2017 regarding remuneration to directors and executive managers with strategic responsibilities.

Renewal of the authorization to purchase and sell treasury shares

Given the approaching expiry of the previous authorization resolved on 21 April 2016, the Shareholders’ Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Shareholders’ Meeting also authorized to sell the treasury shares acquired by the Company in compliance with art. 2357-ter of the Italian Civil Code.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 80,000 treasury shares, equal to 0.031% of the share capital.

Here below is the information provided on the authorization issued by the Shareholders’ Meeting, also with reference to the provisions of art. 144-bis of Consob Regulation no. 11971/1999:

Motivations

  • to use the treasury shares purchased as consideration in the acquisition of interests as part of the Company’s investment policy;
  • to use the treasury shares purchased in the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties, and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions implying the allocation or sale of treasury shares;
  • to undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
  • to rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
  • to sell treasury shares as part of share-based incentive plans pursuant to art. 114-bis of the TUF, and of plans for the free allocation of shares to Shareholders.

Maximum number of purchasable treasury shares
The authorization refers to the purchase of a maximum number of ordinary shares with a nominal value of euro 0.26 each up to a cap of 10% of the Company’s share capital.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
Purchases shall be made pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998, of art. 5 of Regulation (EU) 596/2014, (ii) of art. 144-bis of the Issuer Regulation, (iii) of the EU and national legislation on market abuse, and (iv) of Accepted Practices.

Purchases shall be made on regulated markets, according to operating criteria which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals.

The minimum and maximum purchase price shall be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. at a unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.

In terms of daily prices and volumes, the purchase transactions shall be completed in compliance with the conditions established in art. 3 of the Delegated Regulation (EU) 2016/1052.

Any completed transaction shall be subject to disclosure pursuant to the terms and criteria set out in art. 87-bis of Consob Regulation no. 11971/1999.

Purchases instrumental in (a) the support to market liquidity and (b) the purchase of treasury shares to build a so-called “treasury shares” portfolio, shall also be made in accordance with the conditions provided by market practices, under the combined provisions of art. 180, par. 1, lett. C) of the TUF and of art. 13 of (EU) Regulation 596/2014.

With regard to the sale of treasury shares, the Shareholders’ Meeting resolved to authorize the Board of Directors to sell purchased treasury shares: (i) through disposal of the shares on regulated markets; (ii) as consideration in the acquisition of interests as part of the Company’s investment policy; (iii) in the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company or third parties; (iv) to service share-based incentive plans approved by the Shareholders’ Meeting without any time limits.

Duration
Until the Shareholders’ Meeting called to approve the financial statements for the year ending 31 December 2017.

Adoption of a Performance Share Plan

The Shareholders’ Meeting approved the adoption of a 2017/2019 Performance Share Plan, in accordance with art. 114-bis of Legislative Decree no. 58 of 24 February 1998, intended for certain executive directors, executives with strategic responsibilities and certain second-line executives of the Group, in accordance with the conditions previously disclosed to the market last 21 March, pursuant to art. 84 bis, par. 1, of Consob Regulation no. 11971/1999.

For details on the 2017/2019 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the information document drawn up by the governing body, pursuant to Consob Regulation no. 11971/1999, and to the explanatory report, published on the Company’s website www.gruppomondadori.it, “Governance/Shareholders’ Meeting” section.

In extraordinary session, the Shareholders’ Meeting resolved on:

Amendments to the by-laws

The Shareholders’ Meeting resolved on the amendments to art. 7 (adoption of increased voting rights pursuant to art. 127-quinquies of Legislative Decree no. 58/98) and art. 17 (amendments to appointment procedures for the Board of Directors by means of a so-called blocked lists system) of the Company by-laws.

For further information, reference should be made to the proposed resolution approved by the Board of Directors on 21 March 2017, as illustrated in the specific report prepared by the Board of Directors, pursuant to and for the purposes of art. 125-ter of the TUF, and of articles 72 and 84-ter, and of Annex 3A, Schedule 3, of the Regulation adopted through Consob Resolution no. 11971 of 14 May 1999, available at the registered office of the Company and on the Company’s website www.gruppomondadori.it, “Governance/Shareholders’ Meeting” section, and to the new text of the Company by-laws, which will be made available on the Company’s website within the time limits established by current laws.

The minutes of today’s Shareholders’ Meeting will be made available according to the procedures and time limits of law.