Provisions on the management and disclosure of documents and information concerning Mondadori include an internal dealing procedure adopted by the Board of Directors in accordance with the rules introduced by the Market Abuse Regulation (EU Regulation no. 596/2014).

The procedure regards requirements for the disclosure to Consob, the Company and the market, of all transactions in financial instruments issued by the company, derivative instruments and financial instruments linked to them that are equal to or greater than €20,000 in amount and all subsequent transactions, regardless of the amount, once a total of €20,000 has been reached in a calendar year (“significant transactions”), carried out by “Managers”, namely, members of the administrative, management and supervisory bodies of Mondadori, senior executives with regular access to inside information and who have the power to take managerial decisions affecting the future developments and business prospects of Mondadori, and by “persons closely associated” with them.

The procedure adopted by the Board of Directors:

  • identifies the Managers required to make notifications under internal dealing regulations;
  • duly informs the relevant persons of their status, the related obligations and the procedures and deadlines for making required notifications;
  • identifies within the Corporate and Legal Affairs Department the designated officer for receiving, managing and disclosing to the market the notifications made by Managers.

The Corporate and Legal Affairs Department also carries out the systematic filing of notifications received and disclosed under disclosure requirements and keeps and updates the Insider List.

Blackout Periods

The Internal Dealing Procedure establishes a blackout period during which Managers and are prohibited from carrying out transactions in relevant financial instruments, directly or indirectly, on their own account or on account of third parties. The closed period begins 30 days before the announcement of the half-year financial report, the separate financials statements and, where expressly required by regulations, preliminary financial figures.

Mondadori’s Board of Directors may permit Managers to carry out all or some transactions in relevant financial instruments during a Blackout Period, where the conditions and circumstances exist for such an exemption.

Transactions conducted by Significant Shareholders

The disclosure requirements of Regulation (EU) No 596/2014 on market abuse, Delegated Regulation (EU) No 2016/522 and Implementing Regulation (EU) 2016/523 and the applicable provisions of Legislative Decree 58/1998 and Consob Regulation 11971/1999 similarly apply to “Significant Shareholders”, meaning shareholders with an equity interest in the share capital of Mondadori of at least 10 per cent, represented by voting rights, as calculated in accordance with Article 118 of the Issuers’ Regulation, and any other entity exercising control over Mondadori.

Significant Shareholders are required to disclose transactions to Consob using the template for notification and public disclosure annexed to Implementing Regulation (EU) 2016/523. Transactions must be notified by and no later than the fifteenth day of the first month following that in which the purchase was made.