The persons eligible to intervene and exercise the right to vote are invited to participate in the ordinary Shareholders’ Meeting in first call on 19 April 2012 at 10:30 a.m., in Segrate (Milan), via Mondadori 1 and, if needed, in second call on 20 April 2012, same time and place, to resolve upon the following:
Agenda
1. Company financial statements at 31 December 2011, Directors’ report on operations and the reports from the Board of Statutory Auditors and from the Independent Auditing Firm. Presentation of the Group consolidated financial statements at 31 December 2011. Resolutions relative to the approval of the financial statements at 31 December 2011.
2. Resolutions relative to the allocation of 2011 net income.
3. Report on Remuneration; resolutions relative to the first Section pursuant to art. 123-ter, par. 6, of the Italian Legislative Decree no. 58 of 24 February 1998.
4. Authorization for the purchase and sale of Treasury Shares pursuant to the combined provisions set out in art. 2357 and 2357-ter of the Italian Civil Code.
5. Appointment of the Board of Directors.
5.1 Determination of the number of members.
5.2 Determination of their duration in office.
5.3 Determination of their compensation.
Appointment of the members of the Board of Directors.
6. Appointment of the Board of Auditors for the financial years 2012-2013-2014.
6.1 Determination of their compensation.
6.2 Appointment of the members of the Board of Auditors.
Integrations to the agenda
Pursuant to art. 126-bis of Italian Legislative Decree no. 58 of 24 February 1998, the Shareholders who, also jointly, represent at least one fortieth of the share capital with voting rights, may request, within ten days after the publication of this call for notice, integrations to the agenda to discuss, and specify the additional items to discuss in the relevant request. The request shall be made in writing within the afore mentioned term and sent by registered mail to the Company’s registered offices in Milan, via Bianca di Savoia no. 12, or by certified electronic mail to the following address: societario@pec.mondadori.it, together with a copy of the communication confirming the ownership of the shares held by the intermediaries responsible for the management of the accounts containing the applicant’s shares. Within the afore mentioned term and with the same criteria, any eventual applying shareholders are invited to present a report on the topics to be discussed. The integrations to the agenda that the Shareholders’ Meeting will discuss shall be advertised according to the same criteria used for the publication of the call of notice, at least fifteen days before the date of the Shareholders’ Meeting in first call. Concurrently with the advertisement of the integrations to the agenda, the report submitted by the applying shareholders shall be made available to the public according to the same criteria envisaged for the presentation of the documentation to the Shareholders’ Meeting, along with any valuations from the Board of Directors. It should be noted that integrations are not admitted for issues upon which the Shareholders’ Meeting resolves, pursuant to law, on proposals advanced by members of the Board of Directors or based on a project or report drafted by them, other than those provided for in art. 125-ter, par. 1, no. 58 of Italian Legislative Decree of 24 February 1998.
Intervention in the Shareholders’ Meeting
Holders of voting rights are eligible to intervene in the Shareholders’ Meeting in compliance with the provisions set out in the currently applicable law. In this respect, pursuant to art. 83-sexies no. 58 of Italian Legislative Decree of 24 February 1998, the eligibility to intervene and to exercise the voting rights in the Shareholders’ Meeting is confirmed by a communication served by the Company, prepared by the intermediary based on the accounting entries, in favour of the entity entitled to the voting rights, based on the evidence relative to the end of the seventh trading day prior to the date scheduled for the Shareholders’ Meeting in first call (coinciding with 10 April 2012). Those who are confirmed to be holding Company shares only after such date, shall not be deemed eligible to intervene and exercise the right to vote in the Shareholders’ Meeting. The communication of the intermediary as per this point shall be served to the Company by the end of the third market trading day prior to the date scheduled for the Shareholders’ Meeting in first call (i.e. by 16 April 2012), without prejudice to the eligibility to intervene and exercise the right to vote in the case in which the communications are served to the Company after such term, provided that this is made before the beginning of the Shareholders’ Meeting in single call.
Any person eligible to intervene in the Shareholders’ Meeting may be represented by giving proxy in writing pursuant to the currently applicable law provisions. To this end, the specifically authorized form shall be used, which is made available at the Company’s head offices, on the Company’s website (www.mondadori.it; Governance section) and at the authorized intermediaries. The proxy may be notified to the Company by means of registered mail sent to the Company’s legal offices or by certified electronic mail to the following address: societario@pec.mondadori.it. Any preventive notice does not relieve the proxy holder from the obligation to confirm compliance with the original copy notified and the identity of the delegating person upon accreditation to access the Shareholders’ Meeting.
The proxy may be conferred, without expenses to the charge of the delegating person, with voting instructions on all or only some of the items on the agenda, to Istifid S.p.A. Società Fiduciaria e di Revisione, as representative appointed by the Company pursuant to art. 135-undecies, no. 58 of the Italian Legislative Decree of 24 February 1998, provided that it is served by registered mail to Istifid S.p.A. Società Fiduciaria e di Revisione, Servizio Fiduciario – Ufficio Assemblee in Milano, viale Jenner no. 51, or by certified electronic mail to the following address: 2012assemblea.aa27@istifidpec.it by the end of the second trading day before the date scheduled for the Shareholders’ Meeting in first call (i.e. by 17 April 2011). The proxy does not have any effect on the proposals for which no voting instructions are given. The proxy and the voting instructions are revocable until 17 April 2012.
The proxy form and the relevant instructions, including the instructions for the compilation and forwarding of the form, are available at the Company’s head offices and on the Company’s website (www.mondadori.it; Governance section).
Share capital and voting rights
The share capital of euro 64,079,168.40 is divided in no. 246,458,340 ordinary shares with a nominal value of euro 0.26 each.
Considering the overall number of no. 12,322,917 treasury shares with suspended voting right pursuant to law, currently directly or indirectly held by the Company, the shares with voting right amount to no. 234,135,423.
Any change in Treasury shares will be communicated at the beginning of the Shareholders’ Meeting.
Questions on the items on the agenda
The shareholders may submit questions on the items on the agenda also before the Meeting and possibly by 17 April 2012, by registered mail sent to the Company’s legal offices in Milan, via Bianca di Savoia 12, or by certified electronic mail to the following address: societario@pec.mondadori.it.
The eligibility to exercise the voting right is confirmed by the forwarding to the Company at the afore specified addresses, of the communication issued by the intermediaries in charge of updating the accounts in which the ordinary shares owned by each shareholder are registered or, in alternative, of the same communication required for participation in the proceedings of the Shareholders’ Meeting, as anticipated above.
The questions received prior to the Shareholders’ Meeting shall be answered during the Meeting at the latest. The Company may provide a single answer to multiple questions regarding the same issue.
Documentation
The Directors’ reports, the relevant proposals and any additional documentation relative to the Shareholders’ Meeting requested by law, are made available to the public, within the terms provided by law, at the Company’s premises and Borsa Italiana S.p.A., and on the Company’s website www.mondadori.it (Governance section). The shareholders may review and ask a copy of such documentation.
As to items 5. and 6. on the agenda, pursuant to the currently applicable regulatory provisions and the Company’s By-Laws, the Board of Directors and the Board of Statutory Auditors are appointed by voting slates. In this respect, the provisions of art. 17 and 27 of the Company’s By-Laws, available in the website www.mondadori.it (Governance section) fully apply.
Necessary shareholding for the presentation of the slates
The shareholders having voting right who, alone or together with other shareholders represent at least 2.5% (percentage established in Consob Resolution no. 18083 of 25/01/2012) of the share capital underwritten at the date of presentation of the slate, reserve the right to present slates.
The slates, underwritten by the shareholder or shareholders presenting them together with the documentation envisaged by the Company’s By-Laws, shall be submitted to the Company’s legal offices in Milan, via Bianca di Savoia 12 – or by certified electronic mail to the following address: societario@pec.mondadori.it or by fax at the following number +39 02 75423094 – for filing purposes, at least 25 calendar days prior to the date scheduled for the Shareholders’ Meeting in first call.
In the case in which the afore mentioned deadline is a public holiday (25 March 2012), the term is extended to the first subsequent work day and, therefore, 26 March 2012.
As to item 6. on the agenda, it should also be noted that pursuant to art. 144-sexies of Consob Resolution no. 11971/1999 and subsequent changes (Issuer Regulation), in the case in which, within 25 days prior to the Shareholders’ Meeting in first call, no slate has been presented, or only one slate has been presented, or only slates have been presented by shareholders identified as related parties pursuant to art. 144-quinquies of the Issuer regulation, the term for the presentation of the slates shall be extended by another 3 days and, therefore, until 29 March 2012 (06:00 p.m.) and the percentage for the presentation of the slates shall be reduced to 1.25% of the underwritten share capital.
With regard to the foregoing in relation to the presentation of the slates for the appointment of the Board of Directors and the Board of Statutory Auditors, the shareholders are invited to take the recommendations contained in Consob Resolution DEM/9017893 of 26 February 2009 into account.
This call of notice is advertised in the Company’s website www.mondadori.it (governance section) on 9 March 2012, pursuant to art. 125-bis, par. 2, of Italian Legislative Decree no. 58 of 24 February 1998 and in Il Sole 24 Ore on the same date.
The legal offices are open to the public for consultation and/or delivery of the afore mentioned documentation in workdays, from Monday to Friday, 9:00 a.m.-06:00 p.m.
Segrate, 9 March 2012
For the Board of Directors
The Chairman
Marina Berlusconi