Ordinary and Extraordinary Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A. will be held on first call on 17 April 2019 at 11:00 AM in Via Mondadori 1, Segrate (MI), and, if necessary, on second call on 18 April 2019, at the same time and venue, to transact the following business:

Agenda

Ordinary session

  • 1. Company financial statements at 31 December 2018, Directors’ Report on Operations and the reports of the Board of Statutory Auditors and the Independent Auditing Firm of Arnoldo Mondadori Editore S.p.A. Presentation of the Mondadori Group consolidated financial statements at 31 December 2018. Resolutions on the approval of the financial statements at 31 December 2018;
  • 2. Resolutions on the 2018 profit of Arnoldo Mondadori Editore S.p.A.;
  • 3. Remuneration Report; resolutions on Section One, pursuant to art. 123-ter, par. 3 and 6, of Legislative Decree No. 58 of 24 February 1998 (“Consolidated Finance Act” or “TUF”);
  • 4. Authorisation for the purchase and sale of treasury shares, pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code;
  • 5. Resolutions, pursuant to art. 114-bis of the TUF, on the granting of financial instruments;
  • 6. Assignment of the legally-required audit for 2019-2027 and determination of the related fee. Relevant and ensuing resolutions.

Extraordinary session

  • 1. Proposal to attribute to the Board of Directors powers pursuant to articles 2443 and 2420-ter of the Italian Civil Code:
    1.1 Proposal for revocation, limited to the part not yet exercised, of all powers for the capital increase and issue of convertible bonds conferred on the Board of Directors by the Extraordinary Shareholders’ Meeting held on 30 April 2014;
    1.2 Proposal to grant powers to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, to increase the share capital on a cash basis, through one or more rights issues, within a period of five years from the date of the resolution, for a maximum nominal amount of € 75,000,000; consequent amendment of art. 6.6 of the Articles of Association and related resolutions;
    1.3 Proposal to grant powers to the Board of Directors, pursuant to art. 2420 ter of the Italian Civil Code, to issue, on one or more occasions, bonds convertible into shares, for a maximum nominal amount of € 250,000,000, including, pursuant to art. 2420 ter paragraph 1 of the Italian Civil Code, powers relating to the corresponding share capital increase to service the conversion through the issue of ordinary shares with the same characteristics as those outstanding, for a maximum nominal amount of € 250,000,000, within a period of five years from the date of the resolution; consequent amendment of arts. 6.6 and 7.11 of the Articles of Association and related resolutions.
    1.4 Proposal to grant powers to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, to increase the share capital on a cash basis through one or more share issues, within five years from the date of the resolution, with the exclusion of the option right pursuant to art. 2441 paragraph 4, head 2, of the Italian Civil Code, by issuing a number of ordinary shares not exceeding 10% of the total number of shares constituting the share capital of Arnoldo Mondadori Editore at the date of exercise of the powers and in any case for a nominal amount not more than € 20,000,000; consequent amendment of art. 6.6 of the Articles of Association and related resolutions;
  • 2. Proposal for the non-replenishment of the revaluation reserves pursuant to Law no. 72 of 19 March 1983 and Law no. 413 of 30 December 1991.