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Shareholders' Meeting, 23 april 2007
Herein you find the summary of the minutes of the meeting:
The Annual General Meeting of the Shareholders of Arnoldo Mondadori Editore S.p.A. met on 23 April 2007 at 10.30 am in via Mondadori n. 1, Segrate (MI) to discuss and pass resolution on the following:
Agenda
1. The company's annual report and consolidated financial statements for the year to 31 December 2006, including the management, statutory auditors' and external auditors' reports; relative resolutions. Presentation of the consolidated annual report for the year to al 31 December 2006 with relative attachments.
2. Authorisation to buy back and utilise company shares, as per the combined dispositions of artt. 2357 and 2357 ter of the Civil Code.
3. Resolutions regarding the appointments of the external auditors of the company's accounts, as per art. 159 of Legislative Decree N° 58 of 24 February 1998, and the appointment for the limited audit of the company's interim report.
Resolutions of the AGM of 23 April 2007
1.
The Shareholders of Arnoldo Mondadori Editore S.p.A. at their annual ordinary meeting, Having examined the reports by the Statutory Auditors and the External Auditors
resolved
1. to approve the company's Annual Report for the year to 31 December 2006 in all its parts;
2. to distribute to the Shareholders, by way of a dividend, the gross sum of €0.35 for each ordinary share (net of Treasury Stock) in circulation on the date of coupon detachment, by making use of of, for the amount necessary, the net profit for the year and, if and when necessary, drawn from the company's Extraordinary Reserve (included under the item "Other reserves"). In line with the terms of the "Regulations for markets organised and managed by the Borsa Italiana S.p.A.", such dividends will be paid, in a single sum, as follows: coupon detachment date 21 May 2007, payment from 24 May 2007.
3. to allocate to the Extraordinary Reserve (included under the item "Other reserves") the residual net profit after the payment of dividends as at 2, above.
4. to reclassify to the Extraordinary Reserve the sum of €13,806.28, drawn from the reserve for exchange rate gains (Art. 2426 n. 8 bis cod. civ) which will consequently return to zero.
2.
The Shareholders:
resolved
1. to authorise, in accordance with article 2357 of the Civil Code, the purchase at an individual price not less than the official stock exchange price quoted on the day before the purchase operations, minus 20%, and not more than the official stock exchange price quoted on the day before the purchase operations, plus 10%, a maximum of ordinary share with a nominal value of €0.26 up to the limit of 10% of the share capital allowed by law (taking into account the number of company shares already held in the portfolio and any shares held by subsidiary companies) as per para. 3 of article 2357 of the Civil Code.
This authorisation will expire on the date of the AGM fixed to approve the financial statements for the year to 31 December 2007 or, in any case not more than 18 months from the date of this resolution.
2. to provide the board of directors with a mandate, and on its behalf the chairman and the chief executive, both separately and by proxy, to proceed with the acquisition of shares at the abovementioned conditions, at a rate considered to be in the best interests of the company and according to the procedures established by current legislation and, as per Art 114 bis, para. 1 (b), of the CONSOB Regulation n°. 11971/1999, for markets regulated by operating procedures established by organisational and management regulations of the markets themselves that prohibit insider trading, i.e. the direct combination of offers to buy with predetermined offers to sell.
3. to establish a "closed reserve of treasury stock", as per Art 2357 ter, last para. Civil Code, equal to the number of company shares bought, drawing the corresponding sum, referred to purchases made, from the "share premium reserve" and with the limits of the same.
4. to authorise the board of directors, and on its behalf the chairman and the chief executive, both separately and by proxy, as per article 2357 of the Civil Code, to use, at any time and in whole or in part, also before reaching the limit, company's shares purchased on the basis of this resolution or those already held in portfolio, both by alienation of the share on the stock exchange or in blocks, both as part or whole payment in any eventual acquisitions or equity investments that fall within the company's stated investment policy; and to use company shares for the exercise of option rights, also conversion rights, for financial instruments issued by the company or third-parties, giving to the directors the powers to determine, from time to time, the terms, procedures and conditions they consider most favourable. The unit price attributed to the such shares must not be less than 80% of the reference price on the trading day prior to each operation, in other words, regarding option rights, also conversion rights, for financial instruments issued by the company or third-parties, must be matched by the relative exercise or conversion price. This authorisation is given without a time limit;
5. to authorise the board of directors, and on its behalf the chairman and the chief executive, both separately and by proxy, as per article 2357 of the Civil Code, to use, at any time and in whole or in part, also before reaching the limit, company's shares purchased on the basis of this resolution or those already held in portfolio, for the purchase of shares assigned to participants in the stock option plans put in place by the Shareholders; at a price corresponding to the exercise price on the options, as established by applicable regulations.
This authorisation is given without a time limit.
3.
The Shareholders
resolved
1. to extend the contract with Reconta Ernst & Young S.p.A. for the years 2007/2008/2009, as per Art. 8, para. 7, of Legislative Decree N° 303 of 29 December 2006, for the auditing of the company's accounts and the completion of other activities, as per Art 155, para. 1, a) of Legislative Decree N° 58 of 24 February 1998;
2. to approve by way of fees to Reconta Ernst & Young S.p.A. for each of the years 2007, 2008, 2009 a total amount of €282,400 of which: €221,000 for the auditing of the company's annual accounts, €17,400 for the verification of the application of standard accounting procedures, as per, and €44,000 for the audit of the consolidated report;
3. to extend the contract with Reconta Ernst & Young S.p.A. for the years 2007/2008/2009, also in line with the Consob directive n. 97001574 of 20 February 1997, for the limited auditing of the company's interim report on the first half of the year for each of the aforementioned years;
4. to approve by way of fees to Reconta Ernst & Young S.p.A. for each of the years 2007, 2008, 2009 a total amount of €108,400 for the limited auditing of the company's interim report on the first half of the year;
5. the sums indicated - as per the contract extension letter of 20 February 2007 of the auditing company (enclosed) - will be updated annually from 1 July 2007 (base: June 2006) in ilne with the ISTAT index on the cost of living, and may be adjusted in extraordinary or exceptional circumstances whereby there is a marked increase in the time-frame foreseen by the contract extension letter.