Arnoldo Mondadori Editore S p A : Director’s Report from the item 1 to the item 8 and the item 11 of the agenda (1 mb)

Arnoldo Mondadori Editore S.p.A.

Registered office: Milan, Via Gian Battista Vico 42

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

Shareholders' Meeting of 24 April 2024 (1st call) and 26 April 2024 (2nd call)

Directors' Report

on items 1 2 3 of the agenda

1. Separate financial statements as at and for the year ended 31 December 2023, Directors' Report on Operations and Reports of the Board of Statutory Auditors and the Independent Auditing Firm of Arnoldo Mondadori Editore S.p.A.
   Resolutions on the approval of the Separate Financial Statements as at and for the year ended 31 December 2023;
2. Resolutions on the appropriation of the profit for the 2023 financial year;
3. Resolutions on the distribution of the dividend.

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Arnoldo Mondadori Editore S.p.A.

Registered office: Milan, Via Gian Battista Vico 42

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

Shareholders' Meeting of 24 April 2024 - 26 April 2024

Directors' Report

on items 1-2 and 3 of the agenda

1. Separate financial statements as at and for the year ended 31 December 2023, Directors' Report on Operations and Reports of the Board of Statutory Auditors and the Independent Auditing Firm of Arnoldo Mondadori Editore S.p.A.
   Resolutions on the approval of the Separate Financial Statements as at and for the year ended 31 December 2023;
2. Resolutions on the appropriation of the profit for the 2023 financial year;
3. Resolutions on the distribution of the dividend.

Shareholders,

The Shareholders' Meeting has been called in an ordinary session to deliberate, pursuant to art. 2364, paragraph 1, no. 1, Italian Civil Code, on the approval of the Separate Financial Statements of Arnoldo Mondadori Editore S.p.A. as at and for the year ended 31 December 2023, accompanied by the Directors' Report on Operations, the Report of the Board of Statutory Auditors, the Report of the Independent Auditing Firm and the Attestation of the Manager in charge of preparation of the corporate accounting documents pursuant to art. 154-bis, paragraph 5, of Lgs.Decree no. 58/1998.

In this connection, you are informed that the draft Separate Financial Statements of Arnoldo Mondadori Editore S.p.A. as at and for the year ended 31 December 2023 were examined and approved by the Board of Directors of Arnoldo Mondadori Editore S.p.A. at a meeting on 14 March 2024 and, on the same day, were the subject of a statement released to the public in compliance with law.

The Shareholders' Meeting is also called to deliberate on the appropriation of the net profit for the financial year of € 62,411,482.00 as reflected in the Financial Statements as at and for the year ended 31 December 2023, and on the distribution of the dividend.

All as by the draft resolutions set out below.

The documentation on the draft Financial Statements of Arnoldo Mondadori Editore S.p.A. as at and for the year ended 31 December 2023 and the additional documents pursuant to art. 154-ter of Lgs.Decree no. 58 of 24 February 1998 will be made available to the public as required by law on the 1info authorised storage mechanism (www.1info.it), at the registered office, and on the Company website at www.gruppomondadori.it(Governance section).

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Arnoldo Mondadori Editore S.p.A.

Registered office: Milan, Via Gian Battista Vico 42

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

Draft resolutions

Shareholders,

if you agree with our proposals, we invite you to approve the following resolutions:

"1. The Shareholders' Meeting of Arnoldo Mondadori Editore S.p.A. in ordinary session, having examined the draft Separate Financial Statements as at and for the year ended 31 December 2023, the Directors' Report on Operations, having viewed the attestation as per art. 154-bis, fifth paragraph, of Lgs.Decree no. 58/1998, presented by the Manager in charge of preparation of the corporate accounting documents, and having noted the Report of the Board of Statutory Auditors and the Report of the Independent Auditing Firm,

RESOLVES:

• to approve the Separate Financial Statements as at and for the year ended 31 December 2023 and the Directors' Report on Operations in all their parts and findings."

"2. The Shareholders' Meeting of Arnoldo Mondadori Editore S.p.A., in ordinary session,

• in consideration of the separate financial statements as at and for the year ended 31 December 2023, as approved by today's meeting;
• in consideration of the draft resolutions presented;
• having noted that the legal reserve stands at one fifth of the share capital in compliance with art. 2430 paragraph 1 of the Italian Civil Code;

RESOLVES:

• to appropriate the net profit reflected in the separate financial statements of Arnoldo Mondadori Editore S.p.A. as at and for the year ended 31 December 2023, amounting to € 62,411,482.00 entirely to the non-distributable reserve arising from valuations of equity-accounted investees (art. 2426 paragraph 4 Italian Civil Code)."

"3. The Shareholders' Meeting of Arnoldo Mondadori Editors S.p.A., in ordinary session,

• in consideration of the draft resolutions presented;

RESOLVES:

• to distribute a dividend to the Shareholders, before tax withholdings, for an overall unit amount of € 0.12 to each ordinary share (net of the treasury shares) outstanding as of the record dates indicated below,

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Arnoldo Mondadori Editore S.p.A.

Registered office: Milan, Via Gian Battista Vico 42

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

by withdrawing the amount in question from the distributable portion of the extraordinary reserve (included in the item "Other reserves and retained earnings" on the statement of financial position).

The dividend, also in compliance with the provisions of the "Regulation of Markets Organised and Managed by Borsa Italiana S.p.A.", will be paid in two equal instalments as per the following amounts, procedures and times:

• Unit amount of € 0.06 for each of the ordinary shares (net of treasury shares) outstanding as of the record date set forth below, from 22 May 2024 (payment date), with ex-dividend date (coupon no. 23) on 20 May 2024 and with the entitlement date for the payment of the dividend, pursuant to art.83-terdecies of the TUF (record date) on 21 May 2024".
• Unit amount of € 0.06 for each of the ordinary shares (net of treasury shares) outstanding on the record dates set forth below, from 20 November 2024 (payment date), with ex-dividend date (coupon no. 24) on 18 November 2024 and with the entitlement date for the payment of the dividend, pursuant to art.83- terdecies of the TUF (record date) on 19 November 2024".

14 March 2024

Arnoldo Mondadori Editore S.p.A. on behalf of the Board of Directors

The Chair

Marina Berlusconi

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Arnoldo Mondadori Editore S.p.A.

Registered office: Via Gian Battista Vico 42, Milan

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

Shareholders' Meeting of 24 April 2024 (1st call) and 26 April 2024 (2nd call)

Directors' Report

on items 4 and 5 of the agenda

1. Approval of the first section of the Report on Remuneration Policy and fees paid pursuant to art. 123-ter, paragraphs 3-bis and 3-terof Lgs.Decree no. 58 of 24 February 1998;
2. Resolutions on the second section of the Report on Remuneration Policy and fees paid pursuant to art. 123-ter, paragraph 6, of Lgs.Decree no. 58 of 24 February 1998.

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Arnoldo Mondadori Editore S.p.A.

Registered office: Via Gian Battista Vico 42, Milan

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

Shareholders' Meeting of 24 April 2024 - 26 April 2024

Directors' Report

on items 4 and 5 of the agenda

1. Approval of the first section of the Report on Remuneration Policy and fees paid pursuant to art. 123-ter, paragraphs 3-bis and 3-terof Lgs.Decree no. 58 of 24 February 1998;
2. Resolutions on the second section of the Report on Remuneration Policy and fees paid pursuant to art. 123-ter, paragraph 6, of Lgs.Decree no. 58 of 24 February 1998.

Shareholders,

the Board of Directors, with the advisory and recommendatory support of the Remuneration Committee, approved and submits to the Shareholders' Meeting the Report on the Remuneration Policy and Fees Paid (the "Report") drawn up in compliance with art. 123-ter of the TUF [Consolidated Finance Act], art. 84-quater and Annex 3A, Schedule 7-bis of the Issuers' Regulation.

In compliance with the laws and regulations referred to above, the Report sets out information on the remuneration policies adopted by Arnoldo Mondadori Editore S.p.A. with respect to the members of the Board of Directors and the Board of Statutory Auditors and to the Key Management Personnel.

Specifically, the Report is divided into two Sections, drawn up in compliance with Annex 3A, Schedule 7-bis of the Issuers' Regulation.

The first Section illustrates, in terms of principles, purposes, mechanisms and rules, the remuneration policy that will be adopted in 2024 and the procedures used to adopt and implement the policy.

The second Section illustrates the outcomes of the policy implemented in 2023. It includes tables showing the remuneration disbursed, individually, to the Directors and Statutory Auditors, and in aggregate form to Key Management Personnel.

The Report will be made available to the public as required by law, on the authorised storage mechanism at www.1Info.it, at the registered office, and also published on the Company website at www.gruppomondadori.it(Governance section).

Pursuant to art. 123-ter, paragraphs 3-bis and 6, of Lgs.Decree 58/1998, the Shareholders' Meeting is invited:

1. to approve, with a binding resolution, the first Section of the Report;
2. to carry a resolution in favour or against the second section of the Report. The resolution is non-binding.

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Arnoldo Mondadori Editore S.p.A.

Registered office: Via Gian Battista Vico 42, Milan

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

Draft resolutions

Shareholders,

if you agree with our proposals, we invite you to approve the following resolutions:

Resolution on item 4 on the agenda

"The Ordinary Shareholders' Meeting of Arnoldo Mondadori Editore S.p.A.

resolves:

to approve the first section - pursuant to art. 123-ter, paragraph 3, of Lgs.Decree no. 58/1998 - of the "Report on Remuneration Policy and Fees Paid", concerning the remuneration policy adopted for the members of the governing bodies, the Key Management Personnel and the control bodies, and the procedures used to adopt and implement said policy."

Resolution on item 5 on the agenda

"The Ordinary Shareholders' Meeting of Arnoldo Mondadori Editore S.p.A.

resolves:

in favour of the second section - pursuant to art. 123-ter, paragraph 4, of Lgs.Decree no. 58/1998 - of the "Report on Remuneration Policy and Fees Paid."

14 March 2024

Arnoldo Mondadori Editore S.p.A.

On behalf of the Board of Directors

The Chair

(Marina Berlusconi)

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Arnoldo Mondadori Editore S.p.A.

Registered office: Milan, Via Gian Battista Vico 42

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

Shareholders' Meeting of 24 April 2024 (1st call) and 26 April 2024 (2nd call)

Directors' Report

on item 6 of the agenda

6. Authorisation to buy back and dispose of Company shares pursuant to the combined provisions of arts. 2357 and 2357-TER of the Italian Civil Code.

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Arnoldo Mondadori Editore S.p.A.

Registered office: Milan, Via Gian Battista Vico 42

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

Shareholders' Meeting of 24 April 2024 - 26 April 2024

Directors' Report

on item 6 of the agenda

6. Authorisation to buy back and dispose of Company shares, pursuant to the combined provisions of arts. 2357 and 2357-TER of the Italian Civil Code.

Shareholders,

the Board of Directors of Arnoldo Mondadori Editore S.p.A. (the 'Company') has called you to the Ordinary Shareholders' Meeting to approve the proposal to authorise the purchase and disposal of ordinary shares of the Company pursuant to arts 2357 and 2357-ter of the Italian Civil Code, and in accordance with art. 132 of Legislative Decree. no. 58 of 24 February 1998, as subsequently amended (the 'TUF') and art. 144-bis, paragraph 1, heads b) and d-ter), of the Consob Regulation adopted by Resolution No. 11971 of 14 May 1999, as subsequently amended (the 'Issuers' Regulation').

With the Shareholders' Meeting called to approve the financial statements as at and for the year ended 31 December 2023, the term of the previous own-share buyback authorisation approved by the ordinary Shareholders' Meeting on 27 April 2023 expires.

In execution of the above-mentioned authorisation, the Company has bought back a total of 591,000 ordinary own shares, representing 0.226% of the share capital, on the regulated market, exclusively to service the existing Performance Share Plans. Over the same period, 461,189 shares already held in portfolio as treasury shares were allocated to the beneficiaries of the 2020-2022 Performance Share Plan.

Including the 1,147,991 treasury shares in portfolio at the date of the Shareholders' Meeting of 27 April 2023, the Company holds a total of 1,277,802 treasury shares, representing 0.488% of the share capital, as of the date of this report.

In view of the expiry of the above-mentioned previous authorisation given by the Shareholders' Meeting of 27 April 2023 and in order to renew the assignment to the Board of Directors of the power to take eventual investment or operating opportunities on treasury shares as detailed below, we propose that you approve the authorisation pursuant to arts. 2357 and 2357-ter of the Italian Civil Code to buy back own shares and to dispose of bought-back shares or treasury shares in the Company portfolio.

1. Reasons for the request to authorise the buy-back and disposal of Company shares.

The request to authorise the buy-back and disposal of Company shares is intended to enable the Company to buy back and dispose of own ordinary shares, as determined from time to time by the Board of Directors, in accordance with the shareholder authorisation. This in accordance with the previous shareholder authorisations and in compliance with current European and national law, and with the allowed market practices, including the

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Arnoldo Mondadori Editore S.p.A.

Registered office: Milan, Via Gian Battista Vico 42

Share capital € 67,979,168.40 fully paid-up

Milan - Monza - Brianza - Lodi Companies Register and tax code no. 07012130584 - VAT no. 08386600152

New Market Practice no. 1 adopted by Consob with Resolution no. 21318 of 7 April 2020 subsequent to the favourable opinion expressed by the ESMA on 22 January 2020.

The specific reasons for the request to authorise the buy-back and disposal of own shares are as follows:

1. to use bought-back shares or existing treasury shares as consideration for the acquisition of equity investments under the Company's investment policy;

1. to use bought-back shares or existing treasury shares in relation to the exercise of conversion rights or other rights on financial instruments issued by the Company, subsidiaries or third parties, and to use the treasury shares for loan, exchange or conferral transactions or to service extraordinary capital transactions

or financing transactions or incentives that involve the allocation or disposal of treasury shares;

1. to carry out, directly or through brokers, investment transactions in order to contain sharp swings in listed share prices, normalise trading and share price trends and support the stock's liquidity on the market, so as to promote regular trading independently of the normal variations associated with market trends, all in

compliance with current regulations;

1. to take investment or disinvestment opportunities, also in relation to available liquidity, when deemed by

the Board of Directors to be of strategic interest;

1. to use the treasury shares to service share-based incentive plans set up pursuant to art. 114-bis of the TUF, as well as issues of bonus shares to the employees or to the members of the Company's governing bodies or to the Shareholders.

In this last connection, the Board of Directors has asked the Shareholders' Meeting called for 24 April 2024, and for 26 April 2024 on second call, to approve, pursuant to art.114-bis of the TUF, the 2024-2026 Performance Share Plan.

Under the Plan, the financial instruments on which the Plan is based are exclusively Mondadori treasury shares (see the Information Document published pursuant to art. 84-bis of the Issuers' Regulation and available on the website www.gruppomondadori.it), for a maximum number of 1,018,196 shares servicing the Plan, representing 0.39% of the share capital.

Consequently, under the authorisation issued by the Shareholders' Meeting further to this proposal, the Board of Directors will be able, among other things, to organise a share buy-back program for a maximum amount equivalent to 0.39% of the share capital, in order to provide the Company with the 1,018,196 shares required to fulfil its obligations under the 2024-2026 Performance Share Plan: (i) the details of which will be announced before trading begins, (ii) whose purchase and sale transactions will be notified to Consob and to the public, and

1. whose purchase prices and volumes comply with the limits established by Regulation (EU) no. 596/2014 and related implementing regulations.
   Attention is also drawn to the fact - consistently with previous disclosures to the market - that:

1. the Shareholders' Meeting of 27 April 2021, approved, pursuant to art.114-bis of the TUF, the Performance Share Plan for the three-year period 2021-2023 based exclusively on the allocation to the Plan beneficiaries of Mondadori treasury shares (in accordance with the contents of the Information Document published on 18 March 2021 which is referenced in its entirety); (ii) the Shareholders' Meeting of 28 April 2022, approved, pursuant to art.114-bis of the TUF, the Performance Share Plan for the three-year period 2022-2024 based exclusively on

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