Governance

Further to the press release issued on 4 March, Arnoldo Mondadori Editore S.p.A. announces that the notarial minutes of the meeting of the Board of Directors held on 4 March 2021, together with the amended version of the Bylaws, are now available at the Company’s registered office, at the authorized storage mechanism (www.1info.it) and on the website https://www.gruppomondadori.it (Governance section).

Today the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A. resolved to amend articles 17, third paragraph, and 27, second paragraph, of the Bylaws, under the powers granted to the Company by Article 23, second paragraph, of the Bylaws.

The adjustments, in view of the renewal of the Mondadori Group corporate bodies upon approval of the financial statements at 31 December 2020, are in line with the new mandatory legal provisions on gender balance in the governing and supervisory bodies of listed companies, issued by Law no. 160 of 27 December 2019 (“2020 Budget Law”), which amended articles 147-ter and 148 of Legislative Decree 58/1998 by raising the quota reserved for the less represented gender from one third to two fifths.

The Board additionally resolved to amend Article 7, sixth, ninth and tenth paragraphs, of the Bylaws, relating to the exercise of the increased voting right, pursuant to Article
127-quinquies of Legislative Decree no. 58/1998, in order to implement the principles set out in CONSOB communication no. 0214548 of 18 April 2019, regarding the automatic increased voting right mechanism, on occurrence of the conditions under Article
127-quinquies of Legislative Decree no. 58/1998.

The minutes of the resolution, as well as the updated Bylaws, will be made publicly available within the time limits provided by current legislation at the registered office, on the Company website www.gruppomondadori.it (Governance section), as well as at the authorized storage mechanism “1info”.

Arnoldo Mondadori Editore S.p.A. today announced, as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A., the corporate events scheduled for 2021:

• Thursday 18 March 2021: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2020;
• Thursday 13 May 2021: meeting of the Board of Directors for the approval of the Interim Management Statement at 31 March 2021;
• Thursday 29 July 2021: meeting of the Board of Directors for the approval of the Half-Year Report at 30 June 2021;
• Thursday 11 November 2021: meeting of the Board of Directors for the approval of the Interim Management Statement at 30 September 2021.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2020 will be held on first calling on Tuesday 27 April 2021.
Presentations to the financial community of the results for the full year at 31 December 2020, the Half-Year Report at 30 June 2021 and the Interim Management Statements at 31 March 2021 and at 30 September 2021 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.
Any changes will be promptly communicated to the market.
Mention should be made that Arnoldo Mondadori Editore S.p.A., as a company listed on the STAR segment of Borsa Italiana, will publish the Interim Management Statements at 31 March 2021 and at 30 September 2021 – pursuant to art. 2.2.3, par. 3, of the Borsa Italiana Regulations – within 45 days after the end of the first, third and fourth quarters of the year (with exemption from the publication of the interim report on the fourth quarter if the annual financial report, together with the other documents referred to in art. 154-ter, par. 1, of the Finance Consolidation Act, is made available within 90 days after year end). The Interim Management Statements will be made available, in accordance with current regulations, at the Company’s registered office, on the Company’s website www.gruppomondadori.it (Investors section), and through the authorized storage mechanism (www.1info.it), together with the relating press releases.

Arnoldo Mondadori Editore S.p.A. hereby announces that the information document relating to a transaction of greater importance (which qualifies for the exemption from the application of the procedure for related-party transactions) between Arnoldo Mondadori Editore S.p.A. and Mondadori Media S.p.A., regarding a capital contribution, has been made publicly available at the Company’s registered office, on the Company website www.gruppomondadori.it (Governance section) and on the authorized storage mechanism (www.1info.it).

The information document has been prepared pursuant to Article 5 and in compliance with the format referred to in Annex 4 of the Regulation adopted by CONSOB with Resolution no. 17221 of 12 March 2010, as subsequently amended.

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.

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).

With regard to the proposal of the Board of Directors of Arnoldo Mondadori Editore (Ame) adopted on 17 March 2020 on the allocation of profit for 2019 and the distribution of dividends, having acknowledged the Ame Board of Directors’ assessment on its ability to generate cash flows and to support a balanced dividend policy, Fininvest takes note, however, of the current developments of the COVID-19 emergency and the continuing uncertainty on the slowdown that may impact on demand and the economic cycle, also as a result of the measures adopted in Italy and at international level to contain and restrict production activities.
While confirming its agreement with the reasons underlying the proposal, given the scenario that has materialized in the meantime, Fininvest believes that it is in Ame’s paramount interest at this moment to have all the operating and financial resources at disposal to counter the emergency. For a timely disclosure to the market, Fininvest accordingly announces that, at the Shareholders’ Meeting of Ame, called on 22 April, and for this reason alone, it will decide not to accept the original proposal of the Board of Directors on the distribution of the dividend, thus leaving it up to the subsequent assessment of the Board to call a Shareholders’ Meeting in the second half of 2020 to propose the possible distribution of reserves, should the economic scenario allow so as a result of greater visibility on the impact of the COVID-19 emergency.

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.

Arnoldo Mondadori Editore S.p.A. today announced, as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A., the corporate events scheduled for 2020:

– Tuesday 17 March 2020: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2019;

– Thursday 14 May 2020: meeting of the Board of Directors for the approval of the Interim Management Statement at 31 March 2020;

– Thursday 30 July 2020: meeting of the Board of Directors for the approval of the Half-Year Report at 30 June 2020;

– Tuesday 10 November 2020: meeting of the Board of Directors for the approval of the Interim Management Statement at 30 September 2020.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2019 will be held on first calling on Wednesday 22 April 2020.

Presentations to the financial community of the results for the full year at 31 December 2019, the Half-Year Report at 30 June 2020 and the Interim Management Statements at 31 March and at 30 September 2020 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any changes will be promptly communicated to the market.

Mention should be made that Arnoldo Mondadori Editore S.p.A., as a company listed on the STAR segment of Borsa Italiana, will publish the Interim Management Statements at 31 March 2020 and at 30 September 2020 – pursuant to art. 2.2.3, par. 3, of the Borsa Italiana Regulations – within 45 days after the end of the first, third and fourth quarters of the year (with exemption from the publication of the interim report on the fourth quarter if the annual financial report, together with the other documents referred to in art. 154-ter, par. 1, of the Finance Consolidation Act, is made available within 90 days after year end). The Interim Management Statements will be made available, in accordance with current regulations, at the Company’s registered office, on the Company’s website www.gruppomondadori.it (Investors section), and through the authorized storage mechanism (www.1info.it), together with the relating press releases.