Arnoldo Mondadori Editore S p A : Information document of Performance Share Plan 2024-2026 (295 kb)

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

Information Document

DRAFTED PURSUANT TO ART 114-BIS OF LGS.DECREE NO.58/1998 (TUF) AND ART 84-BIS CONSOB

REGULATION NO. 11971 OF 1999 AS SUBSEQUENTLY AMENDED (ISSUERS' REGULATION)

2024-2026 Performance Share Plan

Introduction

This Information Document, drafted pursuant to art. 84-bis (Annex 3 A, schedule no.7) of the Issuers' Regulation, has been prepared by Arnoldo Mondadori Editore S.p.A. in order to provide its Shareholders and the market with information on the proposed adoption of the 2024-2026 Performance Share Plan (the "Plan"), drawn up, with the advisory support of the Remuneration and Appointments Committee, by the Board of Directors of Arnoldo Mondadori Editore on 14 March 2024, which will be submitted pursuant to art.114-bis of the TUF for the approval of the ordinary Shareholders' Meeting convened on first call on 24 April 2024, in Segrate (MI), via Mondadori 1 and, if necessary, on second call on 26 April 2024 for the approval of the financial statements as at and for the year ended 31 December 2023.

The Plan provides for assignment to the Beneficiaries of rights to the allocation, free of charge, of Company Shares - held in portfolio or to be purchased as treasury shares pursuant to art. 2357 et seq. of the Italian Civil Code. - upon the achievement of predetermined three-year Performance Objectives.

The Plan is organised over a three-year cycle, covering the 2024-2025-2026 financial years. It applies to the management of Arnoldo Mondadori Editore S.p.A. and its subsidiaries - as defined below - and is to be considered "of particular significance" since the Beneficiaries also include the parties as per art. 84-bis, paragraph 2, of the Issuers' Regulation. Specifically, the Beneficiaries of the Plan, to be identified as detailed in section 1 below, include:

1. the Chief Executive Officer of Arnoldo Mondadori Editore S.p.A.
2. the other executive members of the Board of Directors of Arnoldo Mondadori Editore S.p.A.
3. the Key Management Personnel and other senior executives of Arnoldo Mondadori Editore S.p.A. or of subsidiaries of Arnoldo Mondadori Editore S.p.A.

This Information Document is made available to the public at the registered office of Arnoldo Mondadori Editore S.p.A., on the 1Info authorised storage mechanism (www.1info.it), as well as in the "Governance" section of the Arnoldo Mondadori Editore website (www.gruppomondadori.it) as provided by current legislation.

Definitions

Below is a description of the meaning of some of the terms used in the information document:

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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

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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

1. Beneficiaries

1. Indication of the names of the recipients who are members of the Board of Directors of the issuer, of parent companies and of direct or indirect subsidiaries.
   The Plan's Beneficiaries include the Chief Executive Officer Antonio Porro and the CFO-Executive Director, Alessandro Franzosi.
   Participation in the 2024-2026 Plan does not, however, imply an obligation on the part of the Company to include the same Beneficiaries in any subsequent plans.
   If among the Beneficiaries pursuant to point 1.2 below there are persons for whom identification by name is required, pursuant to current regulatory provisions, also in relation to any positions of Director held in subsidiaries, the Company shall provide the market with the related information, when making the communications provided for by art. 84-bis, paragraph 5 of the Issuers' Regulation.
2. Categories of employees or collaborators of the issuer and the parent or subsidiary companies of the issuer
   The Plan addresses Key Management Personnel and other Group senior executives identified on a name basis. The basic eligibility criterion for identification as a Beneficiary of the Plan is to hold a position with a material impact on the achievement of the Company's results.
   After approval of the Plan by the Shareholders' Meeting, the Beneficiaries as per this point 1.2 will be identified on a name basis by the Chief Executive Officer, as authorised by the Board of Directors.
   Participation does not result in any obligation to identify the same Beneficiary in any subsequent plans.
   It should be noted that some of the potential Beneficiaries of the Plan could be members of the Board of Directors of subsidiaries of the Company pursuant to art. 2359 of the Italian Civil Code, it being

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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

understood that the identification of such Beneficiaries would take place exclusively with specific reference to the role of Key Management Personnel or Group senior executives.

1. Indication of the names of the beneficiaries of the plan in the following groups:
2. 1. General managers of the issuer of financial instruments;
      Not Applicable.
   2. other Key Managers of the issuer of financial instruments that is not "of smaller dimensions", pursuant to art. 3, paragraph 1, head f) of Regulation no. 17221 of 12 March 2010, if, during the financial year, they received total remuneration (obtained by summing monetary remuneration and remuneration based on financial instruments) higher than the highest total remuneration attributed to the members of the Board of Directors, or the Management Board and to the General Managers of the issuer of financial instruments
      Not Applicable.
      During the year, none of the Group's Key Managers received total remuneration higher than the highest total remuneration attributed to the members of the Board of Directors of Arnoldo Mondadori Editore S.p.A.
   3. natural persons controlling the share issuer, who are employees or who collaborate with the share issuer
      Not Applicable.
3. Description and numerical indication, broken down by category:
4. 1. of Key Managers other than those indicated in paragraph 1.3 (b);
      The Company currently has six Key Managers, excluding Executive Directors.
   2. in the case of companies "of smaller dimensions", pursuant to art. 3, paragraph 1, head f) of Regulation no. 17221 of 12 March 2010, the aggregate indication of all Key Managers of the issuer of financial instruments;
      Not Applicable.
   3. of any other categories of employees or collaborators for whom differentiated characteristics of the Plan have been envisaged

Not Applicable.

2 Rationale for the Plan

2.1 Objectives to be achieved through the allocation of the Plan

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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

In adopting the Plan, the Company aims to incentivise management to improve its performance, from a perspective of medium/long-term sustainability, with reference to both industrial performance levels and the growth of the Company's value.

Specifically, the Plan aims to pursue the following objectives:

1. to create a stronger link between the creation of value in the medium and long term and the remuneration of management;
2. to foster a fair and non-discriminatory remuneration system that is consistent with the levels of responsibility;
3. to sustain the growth of Mondadori, identifying a tool that reflects the growth of the sustainable value of the Company;
4. to motivate and retain the Plan Beneficiaries by supporting the common goal of growing value and consolidating the alignment of the interests of the Beneficiaries with those of the Shareholders over a medium/long-term time horizon.

Each Beneficiary will be assigned a number of Rights, established on the basis of the levels of fixed and annual variable remuneration received, so as to define an overall remuneration package that is consistent and balanced in its various components and in the instruments used (cash/equity), in line with the best market practices, taking into account the role of each Beneficiary.

The Plan covers a time horizon of 3 years, a period considered consistent with the Plan's objective of measuring the growth of the Group's value in the medium/long term.

2.2 Key variables, including performance indicators, considered for the purposes of assigning share-basedplans

Through the Letter of Assignment, Beneficiaries receive the right to participate in the Plan. Accrual of the Bonus presupposes, in addition to achievement of the specific Performance Objectives - relating to the 2024-2026Three-Year Plan approved by the Board of Directors and to the TSR - the constancy of the Relationship and the effective performance of work until the Allocation date following the approval of the draft financial statements and the consolidated financial statements for financial year 2025 by the Board of Directors (end of the Vesting Period). The actual payment of the Bonus will take place within 90 days of approval of the 2026 financial statements by the Shareholders' Meeting.

The Performance Objectives to which accrual of the Bonus is subject are represented by:

1. Total Shareholder Return (TSR) with respect to the companies listed in the FTSE MID Cap index, with a weighting of 15%;
2. Cumulative EBITDA for the three-year period, with a weighting of 20%;
3. Cumulative Net Profit for the three-year period, with a weighting of 25%;
4. Cumulative Ordinary Cash Flow for the three-year period, with a weighting of 25%;
5. ESG Index, with a weighting of 15% Minimum, target and maximum result levels have been set for each of the above performance conditions. On attainment of the minimum result level (equal to 90%) for EBITDA, Net Profit, TSR and Ordinary Cash Flow, the number of shares allocated will equal 50% of the target number of assigned Rights. On attainment of the target performance level (equal to 100%), 100% of the bonus will vest, whereas if the maximum level is met (equal to 120%), the Beneficiaries will be entitled to 120% of the target number of assigned Rights.

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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

TSR is defined in relation to the FTSE MID Cap index, with performance measured throughout the Plan Performance Period.

Since the ESG Index comprises four independent areas of action measured individually on a prior basis, it may have a result indicator value ranging from 0% to 120%, with allocation of a corresponding number of shares. The table below descries the areas mentioned with their objectives, metrics and targets.

The number of Shares to be allocated to Beneficiaries is determined by the level of achievement of the Performance Objectives described above.

With the advisory support of the Remuneration & Appointments Committee, the Board of Directors sets the Performance Objectives and, in the presence of extraordinary and/or unforeseen situations, extraordinary transactions or legislative or regulatory changes that could have a material impact on the Performance Objectives, the Bonus, the results and/or the scope of Group operations, may, subject to consultation with the Committee, make changes to conserve the material and economic content of the Plan. These situations and circumstances, specifically identified in the Regulation, include but are not limited to transactions such as mergers, demergers, acquisitions, sales, spin-offs, impairment, accounting criteria uniformity or natural or exogenous events that could render the Plan no longer meaningful.

1. Elements underlying determination of the amount of share-based remuneration, or the criteria for its determination
   Under the Plan, the Beneficiaries are divided into groups according to their position and the corresponding impact on company results. The Plan envisages that the Beneficiaries are assigned a Target Bonus, consisting of Rights to receive Company shares free of charge, which is individually defined according to position and market benchmarks, and will be allocated upon the occurrence of the performance conditions illustrated in point 2.2 above.
   The characteristics of the Plan, including the Performance Objectives and the amount of the Bonuses, have been defined in continuity with the previous cycles, since they are still consistent with the Group's strategic priorities.
2. Reasons for any decision to allocate remuneration plans based on financial instruments not issued by the issuer

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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

Not Applicable.

1. Assessments of significant tax and accounting implications that affected the definition of the plans
   The structure of the Plan was not affected by applicable tax laws or accounting implications.
2. Any support from the special Fund for the incentivisation of worker participation in companies, pursuant to art. 4, paragraph 112, of Law no. 350 of 24 December 2003
   Not Applicable.

3 Approval process and timing of share assignment

1. Scope of the powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the Plan
   On 14 March 2024, with the abstention of the Chief Executive Officer and the CFO-Executive Director, the Board of Directors of the Company approved the Plan, at the proposal of the Remuneration & Appointments Committee, and resolved to submit it to the Shareholders' Meeting for approval pursuant to art. 114-bis of the TUF.
   Following approval of the Plan by the Shareholders' Meeting and the resolution concerning the financial instruments to be used for its implementation, the Board of Directors, exercising the powers granted by the Shareholders' Meeting, may implement the Plan by resolving upon i) assignment of the Rights in favour of the Chief Executive Officer and of the CFO-Executive Director; ii) delegation of powers to the Chief Executive Officer for identification of the Beneficiaries who are not members of the Board of Directors and the related number of Rights to be assigned to the Beneficiaries; iii) also by means of delegation, any other term and condition for implementation of the Plan, including the procedures for acquiring the financial instruments to service the Plan, to the extent that this does not conflict with the provisions of the Shareholders' Meeting.
2. Indication of parties charged with administering the Plan and their function and responsibility
   The Board of Directors is responsible for the implementation of the Plan, with the preliminary and advisory support of the Remuneration & Appointments Committee, and has the power to delegate the operational management of the Plan to the Chief Executive Officer, with the right to sub-delegate, within the limits of the Plan's implementation Regulation, on the basis of the preliminary and/or advisory activity carried out by the Remuneration & Appointments Committee and without prejudice to the fact that any decision related and/or pertaining to the assignment and implementation of the Plan for the Chief Executive Officer and the Executive Director-CFO as Beneficiaries remains the exclusive responsibility of the Board of Directors.
3. Any procedures in place for reviewing plans, also in relation to any changes in the baseline objectives
   Without prejudice to the responsibility of the Shareholders' Meeting in the cases provided for by law, the Board of Directors, having heard the opinion of the Remuneration & Appointments Committee, is the body responsible for making any changes to the Plan and to the Regulation.

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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

In the presence of extraordinary and/or unforeseen situations, extraordinary transactions, legislative and regulatory changes that could have a material impact on the Performance Objectives, results and/or the scope of Group operations, the Board of Directors may, subject to consultation with the Committee, make changes to conserve the material and economic content of the Plan. These situations and circumstances, specifically identified in the Plan Regulation, include but are not limited to transactions such as mergers, demergers, acquisitions, sales, spin-offs, impairment, accounting criteria uniformity or natural or exogenous events that could render the Plan no longer meaningful.

1. Description of the procedures for determining the availability and assignment of the financial instruments on which the Plan is based
   The Plan provides for the Allocation of Shares, free of charge, in a variable number in relation to the individual Assignment and the degree of achievement of the Plan's Performance Objectives. These Shares will consist of Shares already issued, to be purchased or already held by the Company as treasury shares pursuant to art. 2357 et seq. of the Italian Civil Code.
   In this regard, on 14 March 2024 the Board of Directors resolved to submit the proposal to authorise the purchase and disposal of treasury Shares to service the Plan to the Shareholders' Meeting.
2. The role of each director in determining the characteristics of the Plan and any occurrence of situations of conflict of interest for the directors concerned
   In line with the Principles and Recommendations of the Corporate Governance Code adopted by the Company, the conditions of the Plan were defined at the proposal of the Remuneration & Appointments Committee, exclusively composed of non-executive Directors, the majority of whom are Independent. The proposal to submit the Plan to the Shareholders' Meeting, pursuant to art. 114-bis of the TUF, was then approved by the Board of Directors, with the abstention of the CEO and the Executive Director- CFO, on 14 March 2024, subject to the favourable opinion of the Board of Statutory Auditors pursuant to art. 2389, paragraph 3, of the Italian Civil Code, in the terms indicated in said provision.
3. Date of the decision taken by the body responsible for proposing the approval of the plan to the shareholders' meeting and of any proposal of the remuneration committee
   The Board of Directors, upon a proposal formulated by the Remuneration and Appointments Committee on 29 February 2024, resolved on 14 March 2024 to submit the Plan to the Shareholders' Meeting for approval pursuant to art. 114-bis of the TUF.
4. Date of the decision taken by the body responsible for assigning the instruments and proposal to said body formulated by any remuneration committee
   Pursuant to art. 114-bis of the TUF, the adoption of the Plan will be submitted for the approval of the Shareholders' Meeting called for 24 April 2024, on first call and, if necessary, on 26 April 2024 on second call. Following the Shareholders' Meeting, subject to the approval of the Plan, the Board of Directors, with the preliminary and advisory support of the Remuneration & Appointments Committee, will adopt the resolutions relating to the assignment of the Rights in compliance with the terms and conditions set out in the Regulation. Resolutions relating to the assignment of the Rights will be disclosed to the public in accordance with applicable regulatory provisions.

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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

3.8 The market price, recorded on the aforesaid dates, for the financial instruments on which the plans are based, if traded on regulated markets

Official Mondadori share price on 29 February 2024 (date of approval by the Remuneration & Appointments Committee of the proposal to the Board of Directors regarding adoption of the Plan): € 2.140.

Official price of Mondadori shares on 14 March 2024 (date of approval by the Board of Directors of the proposal to be submitted to the Shareholders' Meeting): € 2.160.

3.9 For plans based on financial instruments traded on regulated markets, when establishing the timing of assignment of the financial instruments for implementation of the plans, how does the issuer take into account the possible simultaneity between: i) said assignment or any decision taken in this regard by the remuneration committee, and ii) the disclosure of any relevant information pursuant to art. 114, paragraph 1 of the TUF; for example, in the event that this information is: a) not already public and capable of positively influencing the market prices, or b) already published and capable of negatively influencing the market prices.

Any simultaneity between the disclosure of insider information and the Assignment of the Rights or the proposals defined in this regard by the Appointments & Remuneration Committee would have no impact on the Beneficiaries, since they will accrue the right to Allocation of the Shares only after a three-year Vesting Period and subject to achievement of the Performance Objectives.

In any event, in order to further limit the possibility of the disclosure of insider information as defined by art. 114, paragraph 1 of the TUF, coinciding or otherwise interfering with the assignment of the Rights, the Board of Directors will ensure that it does not take decisions during corporate transactions or other events that might significantly affect the price of the Shares or in conjunction with such events.

4. Characteristics of the allocated instruments

1. Description of the forms in which remuneration plans based on financial instruments are structured
   The Plan consists of the Assignment of rights to receive a Bonus, consisting of Company Shares, upon the achievement of specific and pre-determined Performance Objectives measured at the end of a three-year Performance Period.
2. Indication of the period of actual implementation of the Plan with reference also to any planned cycles
   The Plan envisages a single cycle structured as follows:
3. • implementation period between 2024 (Assignment of rights) and 2026 (end of the Vesting Period). The Shares may be allocated in 2027 based on the degree to which the Performance Objectives have been achieved.

20% of the Shares Allocated to each Beneficiary are subject to a Lock-up Period for a total of 24 months as specified in paragraph 4.6 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

1. End of the Plan
   The Plan will end in 2027 with the possible allocation of Shares.
2. Maximum number of financial instruments assigned in each financial year with respect to the individuals identified by name or the categories indicated
   The Board of Directors has established the maximum number of Shares to service the Plan to be 1,018,196, calculated on the basis of the average share price of the last three months prior to the date of the Board of Directors' resolution on the proposal to adopt the Plan (15/12/2023 - 14/03/2024), which was € 2.198.
   If, at the time of the Share Allocation, the Company should not have a sufficient number of treasury Shares available to service the Plan, the actual payment of the Bonus may be made - in whole or in part - in cash. The actual amount of the Bonus will be determined according to the number of Shares to which each of the Beneficiaries would have been entitled under the mechanisms of the Plan Regulation and the average Share price in the 30 days prior to the Payment Date.
3. Plan implementation procedures and clauses, specifying whether the actual allocation of the instruments is subject to the occurrence of conditions or the achievement of certain results, including performance results; description of such conditions and results
   The Performance Objectives to which accrual of the Bonus is subject are represented by:
4. 1. Total Shareholder Return (TSR) with respect to the companies listed in the FTSE MID Cap index, with a weighting of 15%;
   2. Cumulative EBITDA for the three-year period, with a weighting of 20%;
   3. Cumulative Net Profit for the three-year period, with a weighting of 25%;
   4. Cumulative Ordinary Cash Flow for the three-year period, with a weighting of 25%;
   5. ESG Index, with a weighting of 15%.

Minimum, target and maximum result levels have been set for each of the above performance conditions. On attainment of the minimum result level (90%) for EBITDA, Net Profit, TSR and Ordinary Cash Flow, the number of Shares allocated will equal 50% of the target number of assigned Rights. On attainment of the target performance level, 100% of the bonus will be applied, whereas if the maximum level is met (120%), the beneficiaries will be entitled to 120% of the target number of assigned Rights.

TSR is defined in relation to the FTSE MID Cap index, with performance measured throughout the Plan Performance Period.

Since the ESG Index comprises four independent areas of action measured individually on a prior basis, it may have a result indicator value ranging from 0% to 120%, with allocation of a corresponding number of shares.

The number of Shares to be allocated on attainment of the Performance Objectives will be rounded up to the next highest whole unit.

In the presence of extraordinary and/or unforeseen situations, extraordinary transactions, legislative and regulatory changes that could have a material impact on the Performance Objectives, results

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