AGM approves 2020 results. The Board of Directors confers offices and powers of the elected Directors and appoints internal committee members 26-04-2021 17:46

Caltagirone Editore: the AGM approves 2020 results.

The Board of Directors confers offices and powers of the elected Directors and

appoints internal committee members

• Approved the 2020 financial statements
• Appointed the Board of Directors and the Board of Statutory Auditors for the period 2021 - 2023
• The Board of Directors has appointed Azzurra Caltagirone as Chairman and Alessandro Caltagirone and Francesco Caltagirone jr as Deputy Chairmen

Rome, April 26th 2021 - The Ordinary Shareholders' Meeting of Caltagirone Editore met today in Rome under the chairmanship of Mr Francesco Gianni.

In order to minimize the risks associated with the ongoing health emergency, the Company used the option introduced by art. 106, paragraph 4 of the Law Decree n. 18, March 17th, 2020, allowing Shareholders to attend the Shareholders' Meeting exclusively through the representative appointed by the Company pursuant to art. 135 undecies of the TUF. Furthermore, given the current epidemiological emergency situation from Covid-19 and in compliance with the fundamental principles of health protection, the Directors, Auditors and other subjects participated in the meeting by using audio-video conference systems that guarantee the identification, in compliance with the provisions of art. 106 paragraph 2 of the mentioned Law Decree.

The Shareholders' Meeting approved the financial statements as at December 31th, 2020. At the consolidated level, the Group closed the 2020 financial year with revenues of euro 119.9 million (euro 135.9 million in 2019). The EBITDA reached euro

5.5 million (euro 2.5 million at December 31th, 2019). The Group net loss reached euro 44.3 million after euro 57.4 million intangible assets with indefinite life write-down (euro -30.6 million in 2019 after euro 39.8 million write-down). The Net financial position of euro 86 million (euro 93.4 million in 2019). The consolidated shareholders' equity of the Group amounted to 339.3 million euros (408.2 million at December 31, 2019).

Upon the Board of Directors proposal no dividend shall be distributed for fiscal year 2020.

The Shareholders' Meeting has appointed the new Board of Directors that will remain in office for the three years 2021 - 2023 until the approval of the financial statements as at December 31th, 2023, and which will be composed of 11 members. From the list presented by the shareholder Parted 1982 Srl, were elected: Parted 1982 Srl, sono stati eletti: Alessandro Caltagirone, Azzurra Caltagirone, Francesco Caltagirone, Tatiana Caltagirone, Federica Barbaro, Massimo Confortini, Mario Delfini, Francesco Gianni, Albino Majore, Annamaria Malato and Valeria Ninfadoro.

The Directors Francesco Gianni, Federica Barbaro, Massimo Confortini, Annamaria Malato and Valeria Ninfadoro have declared to possess the independence requirements.

The Shareholders' Meeting appointed the Board of Statutory Auditors that will remain in office for the three years 2021 - 2023 until the approval of the financial statements as at December 31th, 2023. From the list presented by the shareholder Parted 1982 Srl were elected: Antonio Staffa, who assumes the position of Chairman of the Board, and Dorina Casadei and Edoardo Rosati as Effective Auditors, Fabiana Flamini and Gerardo Pennasilico as Alternate Auditors.

Lastly, the Shareholders' Meeting approved the first section of the Report on the remuneration policy and remuneration paid prepared by the Board of Directors and expressed a favorable opinion on the second section of the same Report.

At the end of the Shareholders' Meeting, the Board of Directors of Caltagirone Editore proceeded to appoint Azzurra Caltagirone as Chairman, Alessandro Caltagirone and Francesco Caltagirone jr as Deputy Chairman and proceeded to confer the relative powers.

The Board acknowledged that Francesco Gianni, Federica Barbaro, Massimo Confortini, Annamaria Malato and Valeria Ninfadoro are indipendent directors pursuant to current legislation.

The Board of Directors has subsequently appointed, for the three-year period 2021 - 2023, the Control and Risk Committee that will be composed of Massimo Confortini (Chairman), Tatiana Caltagirone, Federica Barbaro, Mario Delfini and Albino Majore and the Independent Directors Committee for transactions with related parties that will be composed of Francesco Gianni, Massimo Confortini, Annamaria Malato, Valeria Ninfadoro and Federica Barbaro.

The Board has appointed for 2021 fiscal year, Luigi Vasta as executive responsible for the preparation of the financial statements pursuant art. 23 of the By-Law and art. 154 bis of Decree n. 58/98.

The minutes of the Shareholders' Meeting will be made available to the public within the terms and in the manner prescribed by the legislation in force.

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