GEDI Gruppo Editoriale S p A : NOTICE OF ORDINARY GENERAL MEETING

PRESS RELEASE
according to the CONSOB regulations 11971/99 and subsequent amendments and additions

GEDI GRUPPO EDITORIALE S.p.A.

NOTICE OF ORDINARY GENERAL MEETING

Rome, March 20, 2020 Please be informed that the notice of the General Meeting of Shareholders of GEDI Gruppo Editoriale S.p.A. was published today in la Repubblica.

Shareholders are called to a first-call Ordinary Shareholders' Meeting, on April 22th, 2020 at 11:00 am in Rome, 90 Via Cristoforo Colombo and, if necessary, a second-call on April 23th, 2020, at 8.00 am in the same place.

Pursuant to article 106, paragraph 4 of Italian Decree Law 18 of 17 March 2020, published in the Official Journal no. 70 of 17/03/2020 (COVID19 Decree Law), participation of Shareholders in the Meeting is allowed solely through the Designated Representative, Studio Segre S.r.l., with the methods and under the terms established in the notice.

The documentation relating to matters on the Agenda, as provided by law, including, among other things, the complete text of the draft resolutions, is made available to the public within the time frame set by law at the Registered Offices (Via Cristoforo Colombo 90, Rome), at the Italian Stock Exchange (Borsa Italiana S.p.A.), on the SPAFID SDIR e-market platform, at the address www.emarketstorage.com, on the Computershare authorised 1infor storage system at www.1info.it and on the Company's website www.gedispa.it in the Corporate Governance section.

Financial reports for 2019, together with the additional documentation provided by law will be made available to the public in the same way in accordance with law.

CALL FOR SHAREHOLDERS' MEETING
Shareholders are called to a first-call Ordinary Shareholders' Meeting on 22 April 2020 at 11:00 am at Via Cristoforo Colombo 90, Rome, Italy and, if necessary, a second-call meeting on 23 April 2020, at 8:00 am at the same place, to discuss and resolve the following
AGENDA
1) The financial statements at 31 December 2019. Related resolutions.
2) Integration of the Board of Directors in office, pursuant to article 2386 of the Italian Civil Code. Related resolutions.
3) Withdrawal, for the unused portion, and simultaneous transfer of new powers to the Board of Directors for the purchase and sale of treasury shares. Related resolutions.
4) Presentation of the Remuneration Report. Related resolutions.

INFORMATION ON SHARE CAPITAL
The share capital is € 76,303,571.85, subdivided into 508,690,479 ordinary shares with a nominal value of € 0.15 with full voting rights, with the exception of treasury shares for which voting rights are suspended.

PARTICIPATION AND REPRESENTATION AT THE MEETING
Pursuant to article 106, paragraph 4 of Italian Decree Law 18 of 17 March 2020, published in the Official Journal no. 70 of 17/03/2020 (COVID19 Decree Law), participation of Shareholders in the Meeting is allowed solely through the Designated Representative, Studio Segre S.r.l., with the methods and under the terms established in the rest of this notice.

The right to participate in the Meeting and to exercise the right to vote is established by a statement, made by a qualified intermediary pursuant Article 83-sexies of Italian Legislative Decree 58/1998, as amended (TUF - Consolidated Law on Finance), in favour of the subject who has the right to vote on the basis of evidence relating to the end of accounting day Tuesday 09 April 2020, the seventh trading day prior to the date set for the first-call Meeting. Those who become shareholders only after that date will not be entitled to attend and vote at the Meeting.

Shareholders holding shares not yet dematerialised must first deliver their shares to a qualified intermediary for their entry into the central dematerialisation management system, pursuant to article 36 of the Consob and Bank of Italy 'Single measure on post-trading' of 13 August 2018, and request submission of the above-mentioned statement.

Those entitled to vote may be represented at the Meeting pursuant to Article 2372 of the Italian Civil Code and other applicable provisions or regulations. Alternatively, the proxy declaration included in the footnote of the statement issued by the qualified intermediary or the proxy form published on the Company's website www.gedispa.it in the Governance section may be used. As established under paragraph 4 of article 106 of the COVID19 Decree Law, and pursuant to article 135-novies of the TUF, the proxy declaration must be granted exclusively to the Designated Representative, Studio Segre S.r.l., digitally, by sending it to the certified email address segre@legalmail.it together with the voting instructions and a copy of a currently valid identification document for the delegating party or, pursuant to article 135-undecies of the TUF, the proxy may be granted to the same Designated Representative by signing a specific form which can be found in the stated section of the website. The signed form must be delivered to the Designated Representative via the certified email address segre@legalmail.it, by the end of the second trading day prior to the date set for the Meeting, including the second call (that is by Monday 20 April 2020 for the first call and by Tuesday 21 April 2020 for the second call). The proxy has no effect on proposals in relation to which no voting instructions have been given. The proxy and voting instructions may be withdrawn within the same time limits within which they may be granted.

The statement to the Company, made by the qualified intermediary to certify the right to participate in the Meeting, is required even in the case that the proxy is granted to the Company's Appointed Representative; therefore, in the absence of the above-mentioned statement, the proxy shall be deemed null and void.

RIGHT TO ASK QUESTIONS ABOUT MATTERS ON THE AGENDA
Pursuant to article 127-ter, TUF, shareholders who wish to ask questions about matters on the agenda of the Meeting may send them by registered mail to the Registered Office or by certified email to segre@legalmail.it, attaching either a certificate, issued by a qualified intermediary, proving the legitimacy of the exercise of the right, or the statement certifying the right to participate in the Meeting and the right to vote. Questions must be received by the end of the fifth open trading day prior to the date set for the first-call Meeting, therefore by 15 April 2020.

The Company will provide a written response by 12:00 noon on Monday 20 April 2020, publishing it on the Company's website, in the Governance section. Questions with the same content will receive a joint response.

ADDITIONS TO THE AGENDA AND PRESENTATION OF NEW DRAFT RESOLUTIONS
Pursuant to Art. 126-bis of the TUF Consolidated Law on Finance, Shareholders who represent, individually or jointly, at least one fortieth of the share capital, may request, within ten days of the publication of this notice, the addition of matters to be discussed, specifying in the question the additional items proposed or presenting draft resolutions for matters already on the agenda. Shareholders are reminded, however, that such additions are not permitted for items on which the Meeting, in accordance with the law, is acting on a proposal from the Directors or on the basis of a project or report prepared by the same, other than those referred to in Article 125-ter, paragraph 1, of the TUF Consolidated Law on Finance.

The questions must be submitted via registered mail to the Registered Offices, or by certified email to segre@legalmail.it and must be accompanied by a report on the matters to be discussed, as well as by certification(s) issued by a qualified intermediary proving the legitimate exercise of this right. Any additions to the agenda and the submission of new draft resolutions shall be announced, in the same manner as in this notice, at least fifteen days before the date set for the first call of the Meeting, the term by which the report prepared by proposing shareholders shall be made available to the public.

INTEGRATION OF THE BOARD OF DIRECTORS
With reference to the second point on the Agenda, recall that, pursuant to article 15 of the By-laws, the list voting mechanism does not apply and the Shareholders' Meeting called upon to integrate the Board of Directors will resolve with the majorities established under the law and the By-laws.

DOCUMENTATION
The documentation relating to matters on the Agenda, as provided by law, including, among other things, the complete text of the draft resolutions, shall be made available to the public within the time frame set by law at the Registered Offices (Via Cristoforo Colombo 90, Rome, Italy), at the Italian Stock Exchange (Borsa Italiana S.p.A.), on the SPAFID SDIR e-market platform, at the address www.emarketstorage.com, on the Computershare authorised 1info storage system at www.1info.it and on the Company's website www.gedispa.it in the Corporate Governance section; Shareholders may request a copy. Financial reports for the 2019 Financial Year shall be made available to the public in the same way.

The corporate By-laws are available on the Company's website www.gedispa.it, in the Governance section.

Rome, 20 March 2020
The Chairman
Marco De Benedetti