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

This procedure regards the requirements for disclosure to Consob, the Company and the market, for all transactions equal to or greater than 5,000 euro and all subsequent transactions, regardless of the amount, once a total of 5,000 euro has been reached during a calendar year – involving financial instruments issued by the company, derivatives and financial instruments connected to them (“Significant Transactions”) carried out by “Managers required to make the relevant disclosures”, namely those who exercise administration, control and management functions within Mondadori (“Key Individuals”) and individuals closely linked to them (“Closely Linked Individuals”).

The Procedure adopted by the Board of Directors:

  • identifies the Managers required to make the subject internal dealing disclosures;
  • duly informs those identified as Key Individuals with regard to their status, the related obligations and the procedures and timing that must be respected in making their disclosures;
  • identifies within the Department of Corporate and Legal Affairs the person responsible for receiving, managing and distributing the aforementioned disclosures to the market.

The Department of Corporate and Legal Affairs also carries out the systematic filing of the disclosures received and made as a result of the aforementioned disclosure obligations and establishment and updating of the internal dealing register.

Blackout Periods

The Procedure on Internal Dealing establishes a blackout period during which the Key Individuals and relative Closely Linked Individuals are barred from carrying out any transactions involving financial instruments subject to disclosure, on their own behalf or on behalf of third parties, directly or indirectly. This period begins 30 days prior to the announcement of the semi-annual report, the separate financials statements and, where expressly envisaged by the regulations, the preliminary accounting figures.

Mondadori’s Board of Directors reserves the right to allow Key Individuals to carry out all or some transactions involving financial instruments subject to disclosure during a Blackout Period, following an assessment that the circumstances and conditions required for such an exception are satisfied.