Shareholders’ Meeting

Shareholders’s meeting approves the 2023 financial statements and the distribution of a dividend of 0.12 per share, 9% up on the previous year

Board of Directors appointed: Marina Berlusconi Chairman, Antonio Porro confirmed Chief Executive Officer

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 2023.

The Parent Company’s income statement at 31 December 2023 shows the same net profit as in the consolidated financial statements of € 62.4 million (€ 52.1 million in 2022), due to the fact that the Company has chosen to use the equity method to measure its investments in the separate financial statements.

In accordance with the proposal put forward by the Board of Directors, which was the subject of a notice issued on 14 March, the Shareholders’ Meeting approved the distribution of a dividend 0.12 euros, gross of withholding taxes, per ordinary share outstanding at the following record dates (net of treasury shares).
The total dividend amounted to approximately € 31 million, up by 9% compared to the previous year: this amount corresponds to a pay-out of 50% of the net profit for 2023 and a dividend yield of almost 6% (as of 31 December 2023). The amount will be paid by drawing on the distributable portion of the extraordinary reserve (included in the equity item “Other reserves profit/loss carried forward”).

In compliance with the provisions of the “Regulations for markets organised and managed by Borsa Italiana S.p.A.” and as already announced, the dividend will be paid in two equal tranches:

  • unit amount of € 0.06 for each ordinary share (net of treasury shares) outstanding at the record date stated below, from 22 May 2024 (payment date), with ex-dividend date no. 23 on 20 May 2024 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 21 May 2024;
  • unit amount of € 0.06 for each ordinary share (net of treasury shares) outstanding on the record date stated below, from 20 November 2024 (payment date), with ex-dividend date 24 on 18 November 2024 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 19 November 2024.

APPOINTMENT OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER


The Meeting appointed the new Board of Directors; the 12 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2026.

The Board was elected based on the lists submitted by the shareholder Fininvest S.p.A., holder of no. 139,355,950 shares, equal to 53.299% of the share capital and 69.853% of the voting rights, and by a grouping of shareholders formed of asset management companies and institutional investors holding a total of no. 15,660,100 shares, equal to 5.989% of the share capital.

The members of the new Board of Directors are:

  • Marina Berlusconi (Chairman), Antonio Porro, Pier Silvio Berlusconi, Alessandro Franzosi, Danilo Pellegrino, Elena Biffi, Francesco Currò, Cristina Rossello, Paola Elisabetta Galbiati, Marina Rubini, Riccardo Perotta (from the majority list presented by the shareholder Fininvest S.p.A.);
  • Pietro Bracco (from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 79.40% of the votes cast at the Meeting. The composition of the Board of Directors complies with the provisions on gender equality set out in Article 147-ter, paragraph 1-ter of the TUF.

After the Shareholders’ Meeting, the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, appointed Antonio Porro as Chief Executive Officer and General Manager.

The Board of Directors then assessed and ascertained the meeting of the independence requirements, pursuant to Article 148, paragraph three of the TUF and the Corporate Governance Code, for Directors Elena Biffi, Paola Elisabetta Galbiati, Marina Rubini, Riccardo Perotta and Pietro Bracco.

In making its assessments, the Board referred – taking account, among other things, of the provisions of Article 2, recommendation 7 of the Corporate Governance Code – also to the “Policy concerning the criteria for assessing the independence requirements of directors”, already adopted by Mondadori, which governs the criteria for the significance of commercial, financial or professional relationships or additional remuneration that may compromise the independence requirement.

The Board also:

  • approved the composition of the board committees, in accordance with the principles set by the Corporate Governance Code, as follows:
  • Control, Risk and Sustainability Committee: Paola Elisabetta Galbiati (Chairman), Pietro Bracco and Cristina Rossello;
  • Remuneration and Appointments Committee: Elena Biffi (Chairman), Paola Elisabetta Galbiati and Cristina Rossello;
  • Related Party Committee: Riccardo Perotta (Chairman), Elena Biffi and Marina Rubini;
  • appointed Paola Elisabetta Galbiati as Lead Independent Director;
  • confirmed Alessandro Franzosi as Financial Reporting Manager.

The executive Directors are: Marina Berlusconi since the Chairman, while not having any specific management powers, partakes, together with the Chief Executive Officer, in the drafting of corporate strategies to be submitted to the approval of the Board of Directors; Antonio Porro (Chief Executive Officer); Alessandro Franzosi, who qualifies as an Executive Director given his directorships in the Company associated with his role as Administration, Finance and Control Manager.

The CVs of the members of the Board of Directors and the additional documentation required by current legislation are available on the website www.mondadorigroup.com, in the Governance section.

Based on the information available to the Company, to date, it appears that the Directors who hold interests in the share capital of Arnoldo Mondadori Editore S.p.A. are:

  • Pier Silvio Berlusconi no. 172,000 shares;
  • Alessandro Franzosi no. 212,680 shares;
  • Antonio Porro no. 248,439 shares.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

The Shareholders’ Meeting also appointed the Board of Statutory Auditors for the three-year period 2024-2026, consisting of the following:

  • Sara Fornasiero as Chairperson (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors);
  • Ezio Maria Simonelli and Francesca Meneghel as Standing Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
  • Annalisa Firmani and Emilio Gatto, as Alternate Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
  • Mario Civetta, as Alternate Auditor (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 79.40% of the votes cast at the Meeting. The composition of the Board of Statutory Auditors complies with the provisions on gender equality set out in Article 148, paragraph 1-bis of the TUF. The CVs of the members of the Board of Statutory Auditors and the additional documentation required by current legislation are available on the website www.mondadorigroup.com, in the Governance section.

Based on the information available to the Company, to date, no member of the Board of Statutory Auditors holds any interest in the share capital of Arnoldo Mondadori Editore S.p.A..

Based on the declarations made by the Chairman of the Board of Statutory Auditors and by Standing Auditors, and the information available to the Company, the Board also confirmed that the independence requirements set out in Article 148, third paragraph of the TUF and in the Corporate Governance Code were met by the members of the Board of Statutory Auditors.

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

  • Report on remuneration policy and compensation paid

The Shareholders’ Meeting approved Section One of the Report on remuneration policy and compensation paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

  • Renewal of the authorization to purchase and dispose of treasury shares

Following expiry of the term of the previous authorization approved on 27 April 2023, the Shareholders’ Meeting renewed the authorization to purchase and dispose of treasury shares with the aim of ensuring continued applicability of the legal provision to any buyback plans and, consequently, of seizing any investment and operational opportunities involving treasury shares. Below are the main elements of the Board of Directors’ proposal, which are consistent with those of the expired authorization.
Here below is the information provided, also with regard to the provisions of Article 132 of Legislative Decree 58/1998 and to the provisions of Article 144-bis of Issuer Regulation no. 11971/1999, on the authorizations issued by the Shareholders’ Meeting:

  • Motivations

The motivations underlying the request for the authorization to purchase and dispose treasury shares refer to the opportunity to attribute to the Board of Directors the power to:

  • use the treasury shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
  • use the treasury shares purchased or already held in portfolio 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;
  • 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;
  • rely on investment or divestment opportunities, if considered strategic by the Board of Directors, also in relation to available liquidity;
  • dispose of treasury shares to service share-based incentive plans set up pursuant to Article 114-bis of the TUF, and plans for the free allocation of shares to employees or members of the governing bodies of the Company or to Shareholders.
  • Duration

The authorization to purchase treasury shares runs from the date of any resolution approving the proposal by the Shareholders’ Meeting, until the Shareholders’ Meeting called to approve the financial statements at 31 December 2024 and, in any case, for a period no more than 18 months after that date.
The authorization to dispose of treasury shares is requested for an unlimited period, given the absence of time limits pursuant to current regulations and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out any disposal of shares.

  • Maximum number of purchasable treasury shares

The authorisation would allow the purchase, on one or more occasions and in one or more tranches, of a maximum number of ordinary shares with a nominal unitary value of € 0.26, which – considering the treasury shares already held by the Company and the shares that may possibly be acquired by subsidiaries – shall not exceed a total of 10% of the share capital.
Pursuant to article 2357(1) of the Italian Civil Code, the purchase transactions will be carried out within the limits of the distributable profits and available reserves resulting from the last regularly approved financial statements at the time of each potential purchase transaction. The authorisation would include the right to subsequently dispose of the treasury shares acquired, in whole or in part, on one or more occasions and even before having exhausted the maximum number of purchasable shares.

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

Purchases would be made in accordance with articles 132 of the TUF, 144-bis(1)(b) and d-ter) of the Issuers’ Regulation, and thus:
(i) on regulated markets or multilateral trading systems, according to the operating criteria established in the organisation and management regulations of the same markets, which do not allow the direct matching of purchase trading proposals with predetermined sales trading proposals, as well as in compliance with any other legislation in force, including European ones;
(ii) by the methods established by the market practices permitted by Consob, pursuant to the combined provisions of article 180(1)(c) of the TUF and article 13 of Regulation (EU) no. 596 of 16 April 2014 (“Permitted Market Practices”).
Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.
The disposal of treasury shares may be carried out, on one or more occasions and even before having terminated the maximum number of purchasable treasury shares, either by selling them on regulated markets or according to other trading methods in compliance with the law, including EU law force and with the Admitted Market Practices, if applicable. The authorisation proposal provides that purchases are made at a unit price, compliant with any regulatory requirements, including European ones, or permitted market practices in force at the time, where applicable, without prejudice to the fact that the minimum and maximum purchase price will be set at a unit price no lower than the official stock market price of the Mondadori stock on the day prior to the day on which the purchase transaction is carried out, decreased by 20%, and no higher than the official stock market price on the day before the day on which the purchase transaction will be carried out, increased by 10%. In any event – except for any different price and volume determinations resulting from the application of the conditions set forth in the Admitted Market Practices – such price shall be identified in accordance with the trading conditions set forth in Delegated Regulation (EU) no. 1052 of 8 March 2016 and, specifically:

  • no shares may be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out; and
  • in terms of volumes, daily purchase amounts will not exceed 25% of the daily average volume of Mondadori shares traded as recorded in the 20 trading days before the dates of purchase or in the month prior to the month of the disclosure required by Art. 2, paragraph 1, of Regulation (EU) no. 1052/2016;
  • in terms of consideration, sales transactions or other acts of disposition of treasury shares shall be carried out:
  • if executed in cash, at a price no lower than 10% of the reference price recorded on the MTA – Euronext Milan – organized and managed by Borsa Italiana S.p.A. in the trading session prior to each single transaction;
  • if executed as part of any extraordinary transactions in accordance with financial terms to be determined by the Board of Directors on the basis of the nature and characteristics of the transaction, also taking account of the market performance of Mondadori shares;
  • if executed to service the Performance Share Plans in compliance with the terms and conditions set out in the resolutions of the Shareholders’ Meeting that establish the Plans and the related regulations.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,277,802 treasury shares, equal to 0.488% of the share capital.
For further information on the proposed authorization for the purchase and disposal of treasury shares, reference should be made to the Directors’ Explanatory Report, published within the time limits and in the manner prescribed by applicable regulations.

  • 2024-2026 Performance Share Plan

The Shareholders’ Meeting, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, approved the establishment of a Performance Share Plan for the three-year period 2024-2026 intended for the Chief Executive Officer, the CFO – Executive Director and a number of Managers of the Company who have an employment and/or directorship relationship with the Company or its subsidiaries at the date of allocation of the shares, in accordance with the conditions previously communicated to the market on 14 March 2024.
With the adoption of the Plan, the Company aims to encourage Management to improve medium to long-term performance, in terms of both industrial performance and growth in the value of the Company.
For a detailed description of the 2024-2026 Performance Share Plan, the recipients and the characteristics of the aforesaid Plan, please refer to the Information Document approved by the Board of Directors pursuant to Article 84-bis of the Issuers’ Regulation and the explanatory report, both published within the legal terms through the authorised storage mechanism 1Info and on the Company’s website www.gruppomondadori.it in the Governance/Shareholders’ Meeting section.

  • 2024 (MBO) short-term incentive plan

The Shareholders’ Meeting also resolved to adopt a Short-Term Incentive Plan (MBO) for the financial year 2024. The Plan, which is reserved for the same beneficiaries as the 2024-2026 Performance Share Plan, governs the determination, subject to the achievement of specific individual and Group performance objectives, of the annual Variable Remuneration (MBO) for the year 2024.
In particular, the Plan envisages a voluntary mechanism for the conversion into Mondadori shares of a percentage component equal to 15% or 30% of the Variable Remuneration itself, as well as the disbursement of an additional “bonus” component in shares, equal to the number of shares resulting from the conversion.
Any allocation of the total component in shares would take place at the end of a 24-month deferral period with respect to the MBO vesting date.
For a detailed description of the proposed resolution for the adoption of the MBO 2024 Short-Term Incentive Plan, the recipients and the characteristics of said Plan, please refer to the Information Document approved by the Board of Directors pursuant to Article 84-bis of the Issuers’ Regulation and the explanatory report, both published within the terms of the law on the Company’s website www.gruppomondadori.it in the Governance/Shareholders’ Meeting section and through the authorised storage mechanism 1Info.

  • Renewal of powers granted to the Board of Directors pursuant to articles 2443 and 2420-ter of the Italian Civil Code

In an extraordinary session, the Board of Directors resolved to adopt the resolutions referred to in articles 2443 and 2420 ter of the Italian Civil Code, relating to the renewal of the Board’s powers to increase the share capital and issue convertible bonds.
Specifically, the Shareholders’ Meeting resolved on:

  • the renewal of the proxies already granted to the Board of Directors by the Extraordinary Shareholders’ Meeting of 17 April 2019 and terminating due to expiry of the related five-year term, which, pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, grant the Board of Directors the power to increase the share capital, reserved as an option to those entitled thereto, by a maximum nominal amount of € 75,000,000 and to issue convertible bonds for a maximum nominal amount of € 250,000,000;
  • the renewal of the proxy already granted to the Board of Directors by the Extraordinary Shareholders’ Meeting of 17 April 2019 and also terminating, granting the Board of Directors, for the same period of five years, the power to increase the share capital within the limit of 10% of the pre-existing share capital and in any case within the limit of a nominal amount of € 20,000,000, with the exclusion of option rights pursuant to Articles 2443 and 2441(4) of the Italian Civil Code.

The renewals are resolved under the same conditions of the terminating proxies unused by the Board and for a further period of five years corresponding to the maximum term allowed by the law. The renewal of proxies is motivated by the advisability of maintaining the general power of the Board of Directors to implement any capital transactions through faster and more streamlined procedures than the resolutions adopted by the Extraordinary Shareholders’ Meeting.

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

Mondadori Group: publication of 2023 annual Report for Shareholders’ meeting

Arnoldo Mondadori Editore S.p.A. announces that the following documents relating to the Shareholders’ Meeting called for 24 April 2024 on first call (26 April 2024 on possible second call) are available to the public at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • Annual financial report for 2023, including the draft financial statements and the consolidated financial statements at 31 December 2023, the management report (including the consolidated non-financial statement) and the certifications referred to in article 154 bis, paragraph 5 of Legislative Decree no. 58/1998;
  • Independent Auditors’ Reports and Board of Statutory Auditors’ Report.

Mondadori Group: filing of documentation for AGM

Arnoldo Mondadori Editore S.p.A. announces that the following documents relating to the Shareholders’ Meeting called for 24 April 2024 on first call (26 April 2024 on possible second call) are available to the public at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • Directors’ explanatory reports, pursuant to article 125-ter of Legislative Decree 24 February 1998 n. 58, on the following items on the agenda:

Ordinary session

    1. Separate financial statements as at and for the year ended 31 December 2023, 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 2023.
    2. Resolutions on the appropriation of the profit for the 2023 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 2024-2026.
    8. Resolutions, pursuant to art. 114-bis of Lgs.Decree 58/1998, on the adoption of a Short-Term Incentive Plan (MBO) 2024.

Extraordinary session

    1. Proposal to grant powers to the Board of Directors, in accordance with articles 2443 and 2420-ter of the Italian Civil Code.
  • Information documenti, pursuant to art. 114-bis of Legislative Decree 58/1998 and art. 84 bis of the Consob Issuers Regulation 11971/1999, relating to the Performance Share Plan for the three-year period 2024-2026.
  • Information document, pursuant to art. 114-bis of Legislative Decree 58/1998 and art. 84 bis of the Consob Issuers Regulation 11971/1999, relating to the 2024 Short-Term Incentive Plan (MBO).
  • “Report on the Remuneration Policy and compensation paid” pursuant to art. 123-ter of Legislative Decree 58/1998.
  • “Report on Corporate Governance and ownership structures”, pursuant to art. 123-bis of Legislative Decree 58/1998, referring to the 2023 financial year.

Mondadori Group: publication of documentation for the Shareholders’ meeting of 24 April 2024

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 for the Ordinary and Extraordinary Shareholders’ Meeting on Thursday 24 April 2024 in first call (26 April in second call, if necessary)
  • the Directors’ Explanatory reports, pursuant to article 125-ter of Legislative Decree 24 February 1998 n. 58, regarding each items in the agenda:
  1. Appointment of the Board of Directors

9.1 Determination of the number of members

9.2 Determination of the term of office

9.3 Determination of fees

9.4 Appointment of the members of the Board of Directors

  1. Appointment of the Board of Statutory Auditors for the years 2024/2025/2026

10.1 Determination of fees for the standing members of the Board of Statutory Auditors

10.2 Appointment of the members of the Board of Statutory Auditors.

The explanatory reports include the “Guidelines on the qualitative – quantitative composition deemed optimal” respectively of the Board of Directors and the Board of Statutory Auditors referred to in the relevant recommendation of the Corporate Governance Code.

Further documentation related to the Shareholders’ Meeting will be made available, in the manners above, within the terms established by current regulatory laws.

Shareholders’ Meeting approves the 2022 financial statements

Resolution on the distribution of a dividend of € 0.11 per ordinary share, up by 30% versus 2021

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the financial year ended 31 December 2022.

The Group’s Chief Executive Officer, Antonio Porro, presented the key separate and consolidated figures for 2022, as disclosed to the market last 16 March.

The results achieved by the Group exceeded expectations, with both revenues and margins showing double-digit growth. Net profit, after minority interests, amounted to € 52.1 million, up 17.8% versus € 44.2 million in 2021. The Parent Company’s financial statements at 31 December 2022 show the same net profit as in the consolidated financial statements, due to the fact that the Company has chosen to use the equity method to measure its investments in the separate financial statements.

Today’s Shareholders’ Meeting, in accordance with the proposal of the Board of Directors of 16 March 2023, which has already been the subject of disclosure, resolved to distribute a unit dividend of € 0.11 for each ordinary share (net of treasury shares) outstanding at the record date, for a total of approximately € 28.7 million,[1] up by almost 30% compared with the previous year: this amount corresponds to a pay-out of 55% of the net profit for 2022.
The dividend will be paid, in accordance with the provisions of the “Regulation of the markets organized and managed by Borsa Italiana S.p.A.”, from 24 May 2023 (payment date), with ex-coupon (No. 22) date on 22 May 2023 (ex date), and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 23 May 2023.

The Shareholders’ Meeting resolved also on the following additional items on the agenda:

Report on remuneration policy and compensation paid

Pursuant to Article 123-ter of Legislative Decree No. 58/1998, the Shareholders’ Meeting, by means of a binding resolution, approved Section One of the Report on Remuneration Policy and Compensation Paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and sell treasury shares

Following expiry of the term relating to the previous authorization resolved on 28 April 2022, the Shareholders’ Meeting renewed the authorization to purchase and dispose of treasury shares with the aim of retaining for the Board of Directors the applicability of law provisions in the matter of any additional purchase plans and, consequently, of seizing any investment and operational opportunities involving treasury shares.
To date, Arnoldo Mondadori Editore S.p.A. holds a total of No. 1,147,991 treasury shares, equal to 0.44% of the share capital.
Here below is the information provided on the authorization issued by the Meeting, also with reference to the provisions of Article 144-bis of the Issuers’ Regulation No. 11971/1999.

Motivations

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

  • use the treasury shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
  • use the treasury shares purchased or already held in the portfolio 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;
  • 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;
  • rely on investment or divestment opportunities, if considered strategic by the Board of Directors, also in relation to available liquidity;
  • dispose of treasury shares to service incentive plans based on financial instruments set up pursuant to Article 114-bis of the TUF, and plans for the free allocation of shares to employees or members of the governing bodies of the Company or 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 2023 and, in any case, for a period not exceeding 18 months after the Shareholders’ Meeting resolution, while the authorization to sell is granted to last for an unlimited period, given the absence of restrictions pursuant to the regulatory provisions in force and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

Maximum number of purchasable treasury shares

The authorization allows the purchase, including in more than one tranche, of ordinary shares of Arnoldo Mondadori Editore S.p.A., with a par value of € 0.26 each, on one or more occasions, in an amount freely determinable by the Board of Directors, up to a maximum number of shares – also taking into account the ordinary shares held, directly and indirectly, in the portfolio each time – of no more than 10% overall of the share capital.

Terms for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases shall be made in compliance with Articles 132 of the TUF and 144-bis, paragraph 1 letters b) and d-ter) of the Issuers’ Regulation and, therefore: (i) on regulated markets or multilateral trading facilities, according to the operating terms established in the organization and management regulations of the same markets, which do not allow the direct matching of buying trading proposals with pre-determined sale trading proposals, and also in compliance with any other regulations in force, including European regulations, (ii) in the terms established by the market practices admitted by CONSOB as per the combined provisions of Art. 180, paragraph 1, letter c) of the TUF and Art. 13 of EU Regulation No. 596 of 16 April 2014 (the “Admitted Market Practices”). Additionally, share purchase transactions may also be carried out in the terms envisaged in Article 3 of EU Delegated Regulation No. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation No. 596/2014 on market abuse with regard to inside information and market manipulation.
Regarding the disposal of treasury shares, disposals may be made, on one or more occasions and even before having terminated the maximum number of purchasable treasury shares, either by selling them on regulated markets or according to other trading methods in compliance with the law, including EU law, in force and with the Admitted Market Practices, if applicable.
Under the proposed authorization, purchases shall be made at a unit price compliant with any regulatory provisions, including EU regulations, or Admitted Market Practices as applicable at the time and where applicable, without prejudice to the fact that the minimum and maximum purchase price shall be determined at a unit price not lower than the official Stock Exchange price of Mondadori shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.
In any event – except for any different price and volume determinations resulting from the application of the conditions set forth in the Admitted Market Practices – such price shall be identified in accordance with the trading conditions set forth in Delegated Regulation (EU) No. 1052 of 8 March 2016.
In terms of consideration, sales transactions or other acts of disposal of treasury shares shall be carried out:

  • if executed in cash, at a price no lower than 10% of the reference price recorded on the MTA – Euronext Milan – organized and managed by Borsa Italiana S.p.A. in the trading session prior to each single transaction;
  • if executed as part of any extraordinary transactions, in accordance with financial terms to be determined by the Board of Directors on the basis of the nature and characteristics of the transaction, also taking account of the market performance of Mondadori shares;
  • if executed to service the Performance Share Plans adopted by the Company, in compliance with the terms and conditions set out in the resolutions of the Shareholders’ Meeting that establish the Plans and the related regulations.

2023-2025 Performance Share Plan

The Shareholders’ Meeting, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, approved the adoption of a Performance Share Plan for the three-year period 2023-2025 intended for the Chief Executive Officer, the CFO – Executive Director and a number of managers of the Company who have an employment and/or directorship relationship with the Company or its subsidiaries at the date of allocation of the shares.
For a detailed description of the 2023-2025 Performance Share Plan, the beneficiaries and the main characteristics of the Regulation of the Plan, reference should be made to the Information Document pursuant to Article 84 bis of CONSOB Issuers’ Regulation No. 11971/1999, and the explanatory report of the Board of Directors, available on the Company website www.mondadorigroup.com, Governance/Shareholders’ Meeting section and on the authorized storage mechanism 1Info (www.1Info.it).

[1] Rough estimate based on the number of shares outstanding to date.

Mondadori Group: publication of documents for the Annual general meeting of 27 april 2023

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 of Thursday 27 April 2023 in first call (28 April in second call, if any);
  • 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 2023-2025 Performance Share plan.
  • 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 2022 Report on corporate governance and ownership structure.

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

Shareholders’ Meeting approves the 2021 financial statements

Resolution on the distribution of a dividend of € 0.085 per ordinary share

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 2021.

The Group’s Chief Executive Officer, Antonio Porro, presented the key figures for the year, as disclosed to the market last 16 March.
Specifically, the net profit, after minority interests, amounted to € 44.2 million, up sharply versus € 4.5 million in 2020.

Today’s Shareholders’ Meeting, in accordance with the proposal of the Board of Directors of 16 March 2022, which has already been the subject of disclosure, resolved to distribute a unit dividend of € 0.085 for each ordinary share (net of treasury shares) outstanding at the record date, for a total of approximately € 22.1 million[1] which corresponds to a pay-out of 50% of the consolidated net profit and a dividend yield equal to 4.2% (at 31 December 2021).
The dividend will be paid, in accordance with the provisions of the “Regulation of the markets organized and managed by Borsa Italiana S.p.A.”, from 25 May 2022 (payment date), with ex-coupon (no. 21) date on 23 May 2022, and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 24 May 2022.

The Shareholders’ Meeting resolved also on the following additional items on the agenda:

Report on remuneration policy and compensation paid
Pursuant to Article 123-ter of Legislative Decree no. 58/1998, the Shareholders’ Meeting, by means of a binding resolution, approved Section One of the Report on Remuneration Policy and Compensation Paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and dispose of treasury shares
Following expiry of the term relating to the previous authorization resolved on 27 April 2021, the Shareholders’ Meeting renewed the authorization to purchase and dispose of treasury shares with the aim of retaining for the Board of Directors the applicability of law provisions in the matter of any additional purchase plans and, consequently, of seizing any investment and operational opportunities involving treasury shares.
To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,049,838 treasury shares, equal to 0.402% of the share capital.
Here below is the information provided on the authorization issued by the Meeting, also with reference to the provisions of Article 144-bis of the Issuer Regulation no. 11971/1999:

  • Motivations
    The motivations underlying the request for the authorization to purchase and dispose of treasury shares refer to the opportunity to attribute to the Board of Directors the power:
    – use the Treasury Shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
    – use the treasury shares purchased or already held in portfolio 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 rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
    – to dispose of treasury shares as part of share-based incentive plans pursuant to Article 114-bis of the TUF, and of plans for the free allocation of shares to employees or members of the governing or supervisory bodies of the Company or 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 2022 and, in any case, for a period not exceeding 18 months after the Shareholders’ Meeting resolution, while the authorization to sell is granted to last for an unlimited period, given the absence of provisions in this regard pursuant to the provisions in force and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.
  • Maximum number of purchasable treasury shares
    The authorization allows the purchase, including in more than one tranche, of ordinary shares of Arnoldo Mondadori Editore S.p.A., with a par value of € 0.26 each, in one or more tranches in an amount freely determinable by the Board of Directors – up to a maximum number of shares – also taking into account the ordinary shares held, directly and indirectly, in the portfolio from time to time – of no more than 10% overall of the share capital.
  • Criteria for purchasing Treasury Shares and indication of the minimum and maximum purchasing cap
    Purchases shall be made in compliance with Articles 132 of the TUF and 144-bis, paragraph 1 letter b) of the Issuer Regulation, and on regulated markets or multilateral trading systems, according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct matching of buy orders against predetermined sell orders, and also in compliance with any other applicable law, including EU law. Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.
    Regarding the disposal of treasury shares, disposals may be made, on one or more occasions and even before having terminated the maximum number of purchasable treasury shares, either by selling them on regulated markets or according to other trading methods in compliance with the law, including EU law, in force and with the Admitted Market Practices, if applicable.
    Under the proposed authorization, the minimum and maximum purchase price shall be determined at a unit price not lower than the official Stock Exchange price of Mondadori shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.
    In any event – except for any different price and volume determinations resulting from the application of the conditions set forth in the Admitted Market Practices – such price shall be identified in accordance with the trading conditions set forth in Delegated Regulation (EU) no. 1052 of 8 March 2016.
    In terms of consideration, sales transactions or other acts of disposition of treasury shares shall be carried out:
    – if executed in cash, at a price no lower than 10% of the reference price recorded on the MTA – Euronext Milan – organized and managed by Borsa Italiana S.p.A. in the trading session prior to each single transaction;
    – if executed as part of any extraordinary transactions in accordance with financial terms to be determined by the Board of Directors on the basis of the nature and characteristics of the transaction, also taking account of the market performance of Mondadori shares;
    – if executed to service the Performance Share Plans adopted by the Company in compliance with the terms and conditions set out in the resolutions of the Shareholders’ Meeting that establish the Plans and the related regulations.

2022-2024 Performance Share Plan
The Shareholders’ Meeting, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, approved the adoption of a Performance Share Plan for the three-year period 2022-2024 intended for the Chief Executive Officer, the CFO – Executive Director and a number of managers of the Company who have an employment and/or directorship relationship with the Company or its subsidiaries at the date of allocation of the shares.
For a detailed description of the 2022-2024 Performance Share Plan, the beneficiaries and the main characteristics of the Regulation of the Plan, reference should be made to the Information Document pursuant to Article 84 bis of CONSOB Issuer Regulation no. 11971/1999, and the explanatory report of the Board of Directors, available on the Company website www.mondadorigroup.com, Governance/Shareholders’ Meeting section and on the authorized storage mechanism 1Info (www.1Info.it).

[1] Rough estimate based on the number of shares outstanding to date.

Shareholders’ Meeting approves 2020 financial statements

  • Appointment of the Board of Directors:
  • MARINA BERLUSCONI CHAIRMAN
  • ANTONIO PORRO NEW CHIEF EXECUTIVE OFFICER OF THE MONDADORI GROUP
  • Appointment of the Board of Statutory Auditors

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 2020 and reviewed the 2020 consolidated financial statements of the Mondadori Group.

As already disclosed last 18 March, the Group’s net profit, net of minority interests, came to € 4.5 million, reflecting an impairment of € 26.5 million, versus a profit of € 28.2 million in 2019 (which included € -2.6 million from the discontinued operations of Mondadori France).

The Shareholders’ Meeting, in accordance with the proposal of the Board of Directors, resolved to allocate the net profit for the year of Arnoldo Mondadori Editore S.p.A. at 31 December 2020 (€ 4,502,600.02) entirely to the extraordinary reserve, the legal reserve having already reached the statutory minimum amount, equal to one fifth of the share capital.

APPOINTMENT OF THE BOARD OF DIRECTORS AND OF THE NEW CHIEF EXECUTIVE OFFICER ANTONIO PORRO

The Meeting appointed the new Board of Directors; the 12 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2023.

The Board was elected based on the lists submitted by the shareholder Fininvest S.p.A., holder of no. 139,355,950 shares, equal to 53.299% of the share capital and 69.853% of the voting rights, and by a grouping of shareholders formed of asset management companies and institutional investors holding a total of no. 9,856,881 shares, equal to 3.769% of the share capital.

The members of the new Board of Directors are:

  • Marina Berlusconi (Chairman), Antonio Porro, Pier Silvio Berlusconi, Alessandro Franzosi, Elena Biffi, Danilo Pellegrino, Francesco Currò, Angelo Renoldi, Cristina Rossello, Paola Elisabetta Galbiati, Valentina Casella (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
  • Alceo Rapagna (drawn the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 80.202% of the votes cast at the Meeting.

The composition of the Board of Directors complies with the provisions on gender equality set out in Article 147-ter, paragraph 1-ter of the TUF.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., which met after the Shareholders’ Meeting, chaired by Marina Berlusconi, appointed Antonio Porro as the new Chief Executive Officer, granting him the relating management powers.

As announced on 10 November, the appointment of Antonio Porro, in addition to being in accordance with the outcome of the succession plan adopted by the Board of Directors, is consistent with the Group’s strategies aimed at a gradual focus on the core business of Books.

The Board of Directors then assessed the meeting of the independence requirements, pursuant to Article 148, paragraph three of the TUF and the Corporate Governance Code, for Directors Elena Biffi, Paola Elisabetta Galbiati, Valentina Casella, Alceo Rapagna and Angelo Renoldi.

In making its assessments, the Board referred – taking account, among other things, of the provisions of Article 2, recommendation 7 of the Corporate Governance Code – also to the “Policy concerning the criteria for assessing the independence requirements of directors”, already adopted by Mondadori, which governs the criteria for the significance of commercial, financial or professional relationships or additional remuneration that may compromise the independence requirement.

With regard to Director Angelo Renoldi, the Board – given his high professional profile and the fact that he complies with all additional independence requirements set out in the Corporate Governance Code – resolved – in accordance with the established substance-over-form rule in assessments related to said Code – to disapply, on an individual basis, the criterion set out in recommendation 7, letter e) of the Code concerning the position held as director for more than nine financial years over the last twelve.

The Board of Directors also appointed the members of the following committees in compliance with the principles established by the Corporate Governance Code:

  • Control, Risk and Sustainability Committee: Angelo Renoldi as Chairman (independent); Alceo Rapagna (independent); Cristina Rossello;
  • Remuneration and Appointments Committee: Angelo Renoldi as Chairman (independent); Elena Biffi (independent); Cristina Rossello;
  • Related Party Committee: Elena Biffi as Chairperson (independent); Angelo Renoldi (independent); Paola Elisabetta Galbiati (independent).

The Board also appointed, until expiry of its term, therefore, until approval of the financial statements for the year ending 31 December 2023:

  • Valentina Casella as Lead Independent Director;
  • Alessandro Franzosi as Financial Reporting Manager.

The executive Directors are: Marina Berlusconi since the Chairman, while not having any specific management powers, partakes, together with the Chief Executive Officer, in the drafting of corporate strategies to be submitted to the approval of the Board of Directors, Antonio Porro (Chief Executive Officer) and Alessandro Franzosi, who qualifies as an Executive Director given his directorships in the Company associated with his role as Administration, Finance and Control Manager.

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.

Based on the information available to the Company, to date, the Directors who hold interests in the share capital of Arnoldo Mondadori Editore S.p.A. are:

  • Pier Silvio Berlusconi no. 172,000 shares;
  • Alessandro Franzosi no. 20,000 shares;
  • Antonio Porro no. 120,610 shares.

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

  • Sara Fornasiero as Chairperson (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors);
  • Ezio Maria Simonelli and Flavia Daunia Minutillo as Standing Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
  • Emilio Gatto and Annalisa Firmani, as Substitute Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
  • Mario Civetta, as Substitute Auditor (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 80.202% of the votes cast at the Meeting.

The composition of the Board of Statutory Auditors complies with the provisions on gender equality set out in Article 148, paragraph 1-bis of the TUF.

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.

Based on the information available to the Company, to date, no member of the Board of Statutory Auditors holds any interest in the share capital of Arnoldo Mondadori Editore S.p.A.

The Board, based on the declarations made by the Chairperson of the Board of Statutory Auditors, Sara Fornasiero, as well as the Standing Auditors Ezio Maria Simonelli and Flavia Daunia Minutillo and the information available to the company, confirmed the meeting of the independence requirements set out in Article 148, paragraph 3 of the TUF and in the Corporate Governance Code of the members of the Board of Statutory Auditors.

The Shareholders’ Meeting resolved on the following additional items on the agenda:

Report on remuneration policy and compensation paid
The Shareholders’ Meeting approved Section One of the Report on remuneration policy and compensation paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and dispose of treasury shares
Following expiry of the term relating to the previous authorization resolved on 22 April 2020, the Shareholders’ Meeting renewed the authorization to purchase and dispose of treasury shares with the aim of retaining the applicability of law provisions in the matter of any additional buyback plans and, consequently, of seizing any investment and operational opportunities involving treasury shares.
To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,838,326 treasury shares, equal to 0.703% of the share capital.

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

Motivations
The motivations underlying the request for the authorization to purchase and dispose of treasury shares refer to the opportunity to attribute to the Board of Directors the power:

  • 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 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 rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
  • to dispose of treasury shares as part of share-based incentive plans pursuant to Article 114-bis of the TUF, and of plans for the free allocation of shares to employees or members of the governing or supervisory bodies of the Issuer or of an associate or 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 2021, while the authorization to sell is granted to last for an unlimited period, given the absence of provisions in this regard pursuant to the provisions in force and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

Maximum number of purchasable treasury shares
The authorization allows the purchase, including in more than one tranche, of ordinary shares of Arnoldo Mondadori Editore S.p.A., with a par value of € 0.26 each, in one or more tranches in an amount freely determinable by the Board of Directors – up to a maximum number of shares – also taking into account the ordinary shares held, directly and indirectly, in the portfolio from time to time – of no more than 10% overall of the share capital, in accordance with Article 2357, paragraph 3, of the Italian Civil Code.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
The purchases would be made in compliance with the principle of equal treatment of shareholders under Article 132 of the TUF, in accordance with any of the procedures set out in Article 144-bis of the Issuer Regulation, to be identified from time to time, and any other applicable regulations, as well as, where applicable, the market practices allowed from time to time in force.
Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.

As far as disposal transactions are concerned, the authorization would allow the adoption of any appropriate method to fulfill the purposes pursued – including the use of treasury shares to service stock incentive plans and/or the transfer of real and/or personal rights and/or stock lending – to be carried out either directly or through intermediaries, in compliance with the relevant laws and regulations in force.

Without prejudice to the fact that purchases of treasury shares would be made in accordance with the time limits, conditions and requirements established by the applicable Community legislation and by the Admitted Market Practices, the minimum and maximum purchase price would be determined for a unit price not lower than the official Stock Exchange price of Arnoldo Mondadori Editore S.p.A. shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.
However, in terms of purchase prices, the additional conditions set forth in Article 3 of the above EU Delegated Regulation 2016/1052 would apply.

With regard to the provisions of Article 2357, paragraph 1, of the Italian Civil Code, purchases would in any case be made within the limits of the available “extraordinary reserve” as shown in the last duly approved financial statements.

In any case, purchases would be made, in terms of definition of volumes and unit prices, in accordance with the conditions governed by Article 3 of EU Delegated Regulation 2016/1052, and in particular:

  • no shares shall be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out;
  • in terms of volumes, no more than 25% of the average daily trading volume of Arnoldo Mondadori Editore S.p.A. shares shall be purchased in the 20 trading days prior to the dates of purchase.

Purchases instrumental in the support to market liquidity shall also be made in accordance with the conditions provided by the admitted market practices.

2021-2023 Performance Share Plan
The Shareholders’ Meeting held today approved, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, the establishment of a Performance Share Plan for the three-year period 2021-2023 intended for the newly-appointed Chief Executive Officer, the CFO – Executive Director and a number of managers of the Company who have an employment and/or directorship relationship with the Company or its subsidiaries at the date of allocation of the shares, in accordance with the conditions previously disclosed to the market on 18 March 2021, pursuant to Article 84-bis, paragraph 1 of Issuer Regulation 11971/1999.

For details on the 2021-2023 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 publicly available in the manner and within the time limits of law.

 

Shareholders’ Meeting approves 2019 financial statements

  • Full allocation of 2019 profit to the extraordinary reserve
  • Renewal of the authorization to purchase and dispose of treasury shares
  • Establishment of 2020-2022 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 2019 and reviewed the 2019 consolidated financial statements of the Mondadori Group. The net result amounts to € 28.2 million (IFRS 16), in line with forecasts.

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2019, as disclosed to the market on 17 March.
The Chief Executive Officer also confirmed that the current events related to the Covid-19 emergency do not change the Group’s solid medium-long term prospects.

The Shareholders’ Meeting, also following the voting intention expressed by the shareholder Fininvest S.p.A. and disclosed on 8 April, resolved not to distribute a dividend, as proposed on 17 March 2020 by the Board of Directors, and to allocate the entire profit of Arnoldo Mondadori Editore S.p.A. at 31 December 2019 to the extraordinary reserve, amounting to € 28.2 million (IFRS 16).

The Shareholders’ Meeting resolved on the following additional items on the agenda:

Report on remuneration policy and compensation paid
The Shareholders’ Meeting approved Section One of the Report on remuneration policy and compensation paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and dispose of treasury shares
Given the approaching expiry of the previous authorization resolved on 17 April 2019, the 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 Article 2357-ter of the Italian Civil Code.
To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 2,938,293 treasury shares (1.124% of the share capital).

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

Motivations
The motivations underlying the request for the authorization to purchase and dispose of treasury shares refer to the opportunity to attribute to the Board of Directors the power:

  • 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 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 rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
  • to dispose of treasury shares as part of share-based incentive plans pursuant to Article 114-bis of the TUF, and of plans for the free allocation of shares to employees or members of the governing or supervisory bodies of the Issuer or of an associate or 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 2020, while the authorization to sell is granted to last for an unlimited period, given the absence of provisions in this regard pursuant to the provisions in force and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

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, also taking into account the ordinary 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
The purchases would be made in compliance with the principle of equal treatment of shareholders under Article 132 of the TUF, in accordance with any of the procedures set out in Article 144-bis of the Issuer Regulation, to be identified from time to time, and any other applicable regulations, as well as, where applicable, the market practices allowed from time to time in force.
Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.

As far as disposal transactions are concerned, the authorization would allow the adoption of any appropriate method to fulfill the purposes pursued – including the use of treasury shares to service stock incentive plans and/or the transfer of real and/or personal rights and/or stock lending – to be carried out either directly or through intermediaries, in compliance with the relevant laws and regulations in force.

Without prejudice to the fact that purchases of treasury shares would be made in accordance with the time limits, conditions and requirements established by the applicable Community legislation and by the admitted market practices, the minimum and maximum purchase price would be determined for a unit price not lower than the official Stock Exchange price of Arnoldo Mondadori Editore S.p.A. shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.
However, in terms of purchase prices, the additional conditions set forth in Article 3 of the above EU Delegated Regulation 2016/1052 would apply.
With regard to the provisions of Article 2357, paragraph 1, of the Italian Civil Code, purchases would in any case be made within the limits of the available “extraordinary reserve” as shown in the last duly approved financial statements.
In any case, purchases would be made, in terms of definition of volumes and unit prices, in accordance with the conditions governed by Article 3 of EU Delegated Regulation 2016/1052, and in particular:

  • no shares shall be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out;
  • in terms of volumes, no more than 25% of the average daily trading volume of Arnoldo Mondadori Editore S.p.A. shares shall be purchased in the 20 trading days prior to the dates of purchase.

Purchases instrumental in the support to market liquidity shall also be made in accordance with the conditions provided by the admitted market practices.

2020-2022 Performance Share Plan
The Shareholders’ Meeting held today approved, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, the establishment of a Performance Share Plan for the three-year period 2020-2022 intended for the CFO – Executive Director and certain managers of the Company, in accordance with the conditions previously disclosed to the market on 17 March 2020, pursuant to Article 84 bis, paragraph 1, of Issuer Regulation 11971/1999.

For details on the 2020-2022 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 publicly available in the manner and within the time limits of law.

Effective resignation of director and key management personnel
Following the disclosure made on 20 March 2020, the Company notes that as of today’s date, following the Shareholders’ Meeting, the resignation of Oddone Pozzi from his position as (executive) Director has become effective; the resignation from the position of Group Director and Financial Reporting Manager will be effective, instead, from 3 June 2020. No indemnities or benefits are given following termination of the position of director, without prejudice to the remuneration policy approved by the company. Termination of the position of Key Management Personnel, except as provided for under the 2019 MBO and the 2017-2019 Performance Share Plan, envisages a 24-month non-compete agreement from the effective date of the resignation, with a mandatory indication of the companies understood as competitors and an amount, in the context of non-compete obligations, equal to an annual consideration for the entire period. The non-compete agreement envisages the application of penalties in the event of a breach of the obligation. This agreement qualifies as a related-party transaction of lesser importance pursuant to the Related Party Procedure adopted by the Company, and was reviewed in advance by the Related Party Committee, which, in accordance with the applicable regulations, issued a favorable opinion in consideration of the fairness and substantial expediency of the conditions provided (consistent with the market practices taken as benchmark) and of the Company’s interest, given the strategic and top management role held in the Group. To date, Oddone Pozzi holds no shares in the Company.

Change of venue of Shareholders’ Meeting: amendment to the notice of call

Arnoldo Mondadori Editore S.p.A. announces that the Shareholders’ Meeting will be held at the offices of Notary Anna Pellegrino in Piazza della Repubblica 28, Milan – instead of in Via Mondadori 1, Segrate, as indicated in the notice of call of 23 March 2020 – in accordance with current regulations regarding the COVID-19 health emergency. The meeting will be held on Wednesday 22 April 2020 at 10.00 a.m. in first call and, if necessary, in second call on Wednesday 20 May 2020, at the same time and place by telecommunication means.

The Company additionally points out, referring to the abovementioned Notice of Call, that, pursuant to Legislative Decree No. 18/2020 (Article 106, paragraph 4), attendance in the Shareholders’ Meeting may take place exclusively through the Appointed Representative pursuant to Article 135-undecies of the TUF. As for the manners, reference is made to the indications in the specific paragraph of the Notice of Call (Proxy to the Company’s Appointed Representative) and to the proxy forms published on the website www.gruppomondadori.it (Governance section).