AGM

Arnoldo Mondadori Editore S.p.A. hereby announces that the following documents relating to the Ordinary Shareholders’ Meeting convened for 16 April 2025 in first call (17 April 2025 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.mondadorigroup.com (Governance/Shareholders’ Meeting section):

• Annual Financial Report for FY 2024, which includes the draft financial statements, the consolidated financial statements for the year ended 31 December 2024, the Directors’ Report on Operations (including the Sustainability Reporting), and the certifications pursuant to art. 154 bis, par. 5 and 5-ter of Legislative Decree no. 58/1998;
• Independent Auditors’ report on the audit of the financial statements as at 31 December 2024;
• Independent Auditors’ report on the audit of the consolidated financial statements as at 31 December 2024;
• Independent Auditors’ report on the limited audit of the Sustainability Reporting;
• Statutory Auditors’ report;
• Report on remuneration policy and compensation paid.

The Report on Corporate Governance and Ownership Structure – Financial Year 2024 is also made available in the manner described above.

Arnoldo Mondadori Editore S.p.A. announces that the individual proposed resolution submitted by the shareholder Fininvest S.p.A. – holder of 139,355,950 shares, corresponding to 53.299% of the share capital and 69.853% of the voting rights – regarding the integration of the Board of Statutory Auditors (item 9 on the agenda of the Ordinary Shareholders’ Meeting convened for 16 April 2025) has been made available at the Company’s registered office, on the authorised storage mechanism 1Info (www.1info.it), and on the website www.mondadorigroup.com (under the Governance/Shareholders’ Meeting section).

The proposal provides for the appointment of Emilio Gatto as Standing Auditor and the appointment of Giancarlo Povoleri as Alternate Auditor, with a term of office, in accordance with Article 2401 of the Italian Civil Code, until the expiry of the entire Board of Statutory Auditors, and therefore until the Shareholders’ Meeting for the approval of the financial statements as at 31 December 2026.

The proposal is accompanied by the professional CVs of each candidate (including details of administrative and control positions held in other companies, also in compliance with the provisions of Article 2400 of the Italian Civil Code and Article 148-bis of the TUF), as well as the declarations of the candidates confirming their compliance with legal and statutory requirements and their acceptance of the candidacy.

Arnoldo Mondadori Editore S.p.A. hereby announces that the following documents have been made available to the public at the Company’s registered office, at the authorised storage mechanism 1info (www.1info.it), and on the website www.mondadorigroup.com (under the Governance/Shareholders’ Meeting section):

• call notice for the Ordinary Shareholders’ Meeting convened on 16 April 2025 in first call (17 April in the event of a second call);
• Directors’ Explanatory Reports, pursuant to Article 125-ter of Legislative Decree No. 58 of 24 February 1998, on each of the items on the agenda of the Shareholders’ Meeting;
• Information document, pursuant to Article 84-bis of the Consob Issuers’ Regulation No. 11971/1999, relating to the Performance Share Plan for the 2025-2027 three-year period;
• Information document, pursuant to Article 84-bis of the Consob Issuers’ Regulation No. 11971/1999, relating to the 2025 Short-Term Incentive Plan (MBO).

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

Shareholders entitled to attend and exercise their voting rights in the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A. are called, as indicated below, to the Ordinary Shareholders’ Meeting to be held on first call on 16 April 2025 at 11:00 a.m. and, if necessary, on second call on 17 April 2025, at the same time, to discuss and vote on the following:

Agenda:

1. Separate financial statements as at and for the year ended 31 December 2024, 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 2024.
2. Resolutions on the appropriation of the profit for the 2024 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 2025-2027.
8. Resolutions, pursuant to art. 114-bis of Lgs.Decree 58/1998, on the adoption of a 2025 Short-Term Incentive Plan (MBO).
9. Integration of the Board of Statutory Auditors pursuant to art. 2401 of the Italian Civil Code; related resolutions.

Attached the Notice of Shareholders’ Meeting in full version.

Arnoldo Mondadori Editore S.p.A. would like to inform you that the following documents are available at the company’s registered office, at the 1Info authorised storage mechanism (www.1info.it) and on the www.mondadorigroup.com website (Governance section):

• the lists for appointments to the Board of Directors and the Board of Statutory Auditors filed by the shareholder Fininvest S.p.A., owner of 139,355,950 shares corresponding to 53.299% of the share capital and 69.853% of the voting rights;
• the lists for appointments to the Board of Directors and the Board of Statutory Auditors deposited by a group of shareholders consisting of asset management companies and institutional investors holding a total of 15,660,100 shares equal to 989% of the share capital.

The lists are accompanied by the documentation required by the Consob Issuers’ Regulation no. 11971/1999 and by the Company Bylaws.

The shareholders belonging to the grouping of asset management companies and institutional investors ha also filed – also pursuant to Consob Communication no. DEM/9017893 of 26 February 2009 – together with the lists, statements certifying the absence of any association and/or significant relations with shareholders who, also jointly, hold a controlling or relative majority investment, as set out in articles 147-ter, paragraph III, 148, paragraph II of the TUF and 144-quinquies of the Issuer Regulation.

Candidates to the Board of Directors

• List submitted by the shareholder Fininvest S.p.A.:

1. Marina Berlusconi
2. Antonio Porro
3. Pier Silvio Berlusconi
4. Alessandro Franzosi
5. Danilo Pellegrino
6. Elena Biffi (*)
7. Francesco Currò
8. Cristina Rossello
9. Paola Elisabetta Galbiati (*)
10. Marina Rubini (*)
11. Riccardo Perotta (*)
12. Lara Livolsi (*)

• List submitted by a grouping of shareholders formed of asset management companies and institutional investors:

1. Pietro Bracco (*)
2. Lucia Giancaspro (*)

(*) 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

1. Ezio Simonelli
2. Francesca Meneghel
3. Fabrizio Malandra

Substitute Auditors

1. Annalisa Firmani
2. Emilio Gatto
3. Alessia Bastiani

• List submitted by a grouping of shareholders formed of asset management companies and institutional investors:

Standing Auditors

1. Sara Fornasiero

Substitute Auditors

1. Mario 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 2024 (on 26 April in second call, if necessary). Also available at the registered office, at the 1Info authorised storage mechanism (www.1info.it) and on the www.mondadorigroup.com website (Governance section) are the proposed resolutions presented by the shareholder Fininvest S.p.A., together with the deposited lists, regarding the following items on the agenda of the Shareholders’ Meeting:

9. Appointment of the Board of Directors.
9.1Determination of the number of members.
9.2 Determinazione della durata in carica.
9.3 Determination of the remuneration.
10. Appointment of the Board of Statutory Auditors for the financial years 2024/2025/2026.
10.1 Determination of the remuneration for the members of the Board of Statutory Auditors.

Arnoldo Mondadori Editore S.p.A. announces that the following documents for the Annual General Meeting, to be held on 27 April 2023 in first call (28 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 2022 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2022, 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;

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

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.

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.

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.

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.