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ARNOLDO MONDADORI EDITORE S.p.A. Share Capital Euro 64,079,168.40 Head Offices in Milan Administrative Offices in Segrate (Milan) Annual Report Company Financial Statements at 31 December 2013 Group Consolidated Financial Statements at 31 December 2013 Directors’ Report on Operations Call Notice for Shareholders’ Meeting The persons eligible to intervene and Extraordinary section the date of the relevant resolution, exercise the right to vote are invited to with exclusion of the rights issue participate in the ordinary Shareholders’ 1. Proposal for the granting of powers to pursuant to article 2441, par. 4, Meeting in first call on 30 April 2014 the Board of Directors pursuant to the second item, of the Italian Civil at 10:30 a.m., in Segrate (Milan), via provisions set out in articles 2443 and Code, through the issue of ordinary Mondadori 1 and, if needed, in second 2420-ter of the Italian Civil Code: shares not exceeding 10% of the call 2 May 2014, same time and place, to 1.1 Renewal of the power granted to total number of shares making up resolve upon the following: the Board of Directors pursuant Arnoldo Mondadori Editore share to article 2443 of the Italian Civil capital at the date of the possible Agenda Code, to increase, in one or more exercise of the power and, in instalments, the share capital under any case, for a nominal amount Ordinary section rights issue to the persons eligible not exceeding euro 20,000,000; within a period of five years after consequent amendment to article 1. Company financial statements at 31 the date of the relevant resolution 6.6 of the Company’s By-Laws and December 2013, Directors’ report for a maximum nominal amount relevant resolutions. on operations and the reports from of euro 78,000,000; consequent the Board of Statutory Auditors and amendment to article 6.6 of the Integration to the agenda or submission from the Independent Auditing Firm. Company’s By-Laws and relevant of new proposals for resolution Presentation of the Group consolidated resolutions; Pursuant to art. 126-bis of Italian financial statements at 31 December 1.2 Renewal of the power granted to Legislative Decree no. 58 of 24 February 2013. Resolutions relative to the the Board of Directors pursuant 1998, the Shareholders who, also jointly, approval of the financial statements at to article 2420-ter of the Italian represent at least 2.5% of the share 31 December 2013. Civil Code, to issue, in one or more capital with voting rights, may request, 2. Resolutions relative to the allocation of instalments, bonds convertible within ten days after the publication 2013 net income. into shares within a period of five of this call for notice, integrations to 3. Report on Remuneration; resolutions years after the date of the relevant the agenda to discuss, and specify relative to the first Section pursuant resolution for a maximum nominal the additional items to discuss in the to article 123-ter, par. 6, of the Italian amount of euro 260,000,000; relevant request, or submit proposals for Legislative Decree no. 58 of 24 February consequent amendment to article resolutions on items already included in 1998. 6.6 of the Company’s By-Laws and the agenda. The request shall be made 4. Authorization for the purchase and relevant resolutions; in writing within the afore mentioned sale of Treasury Shares pursuant to the 1.3 Granting to the Board of Directors term and sent by registered mail to the combined provisions set out in articles pursuant to article 2443 of the Company’s legal offices in Milan, via 2357 and 2357-ter of the Italian Civil Italian Civil Code, of the power Bianca di Savoia no. 12 - Att. Direzione Code. to increase, in one or more Affari Legali e Societari -, or by certified instalments, the share capital electronic mail to the following address: within a period of five years after [email protected], together 3 with a copy of the communication or report drafted by them, other than Company after such term, provided that trading day before the date scheduled Questions on the items on the agenda Documentation confirming the ownership of the shares those provided for in article 125-ter, par. this is made before the beginning of the for the Shareholders’ Meeting also in The shareholders may submit questions The Directors’ reports, the relevant held by the intermediaries responsible 1, of Italian Legislative Decree no. 58 of Shareholders’ Meeting in single call.. second call (i.e. by 28 April 2014 or 29 on the items on the agenda also before proposals and any additional for the management of the accounts 24 February 1998. April 2014, respectively). It remains that the Meeting and, in any case, in relation documentation relative to the containing the applicant’s shares. Within Any person eligible to intervene in the original copy of the proxy may also to the provisions referred to in article Shareholders’ Meeting requested by the afore mentioned term and with the Intervention in the Shareholders’ Meeting the Shareholders’ Meeting may be be sent by certified electronic mail to 127-ter, par. 1-bis, of Italian Legislative law, are made available to the public, same criteria, any eventual applying Holders of voting rights are eligible to represented by giving proxy in writing the following address: 2014assemblea. Decree no.58/1998, by and not later than within the terms provided by law, at the shareholders are invited to present a intervene in the Shareholders’ Meeting pursuant to the currently applicable law [email protected]. 27 April 2014, by registered mail sent to Company’s premises and Borsa Italiana report on the topics to be discussed or in compliance with the provisions set provisions. To this end, the specifically The proxy possibly given to Istifid S.p.A., the Company’s legal offices in Milan, via S.p.A. (www.borsaitaliana.it), and on the the motivations underlying the additional out in the currently applicable law. In authorized form shall be used, which Società Fiduciaria e di Revisione, does Bianca di Savoia 12, - Att. Direzione Affari Company’s website (www.mondadori.it; proposals for resolutions submitted on this respect, pursuant to art. 83-sexies is made available at the Company’s not have any effect on the proposals for Legali e Societari, or by certified electronic Governance section). the items already included in the agenda. of Italian Legislative Decree no. 58 of 24 head offices, on the Company’s website which no voting instructions are given. mail to the following address: societario@ The shareholders may review and ask a The integrations to the agenda that the February 1998, the eligibility to intervene (www.mondadori.it; Governance section) The proxy and the voting instructions are pec.mondadori.it. copy of such documentation. Shareholders’ Meeting will discuss or the and to exercise the voting rights in the and at the authorised intermediaries. The revocable until the aforementioned term. The eligibility to exercise the voting right submission of the additional proposals for Shareholders’ Meeting is confirmed by a proxy may be notified to the Company by The proxy form and the relevant is confirmed by the forwarding to the This call for notice is advertised in the resolution on items already included in the communication served by the Company, means of registered mail sent to the instructions, including the instructions Company at the afore specified addresses, Company website www.mondadori.it agenda shall be advertised according to prepared by the intermediary based Company’s legal offices or by certified for the compilation and forwarding of of the copy of the communication (Governance section) on 28 March 2014 the same criteria used for the publication on the accounting entries, in favour of electronic mail to the following address: the form, are available at the Company’s issued by the intermediaries in charge pursuant to article 125-bis, par. 2, of of the call of notice, at least fifteen days the entity entitled to the voting rights, [email protected]. Any preventive head offices and on the Company’s of updating the accounts in which Italian Legislative Decree no. 58 of 24 before the date of the Shareholders’ based on the evidence relative to the notice does not relieve the proxy holder website www.mondadori.it (Governance the ordinary shares owned by each February 1998, and in “Il Giornale” daily Meeting in first call. Concurrently with end of the seventh trading day prior to from the obligation to confirm compliance section). shareholder are registered. newspaper on the same date. the advertisement of the integrations to the date scheduled for the Shareholders’ with the original copy notified and the The questions received prior to the the agenda or of the submission of the Meeting in first call (coinciding with 17 identity of the delegating person upon Share capital and voting rights Shareholders’ Meeting shall be answered The legal offices are open to the public for additional proposals for resolution on April 2014). Those who are confirmed accreditation to access the Shareholders’ The share capital of euro 64,079,168.40 during the Meeting at the latest. The consultation and/or delivery of the afore items already included in the agenda to be holding Company shares only after Meeting. is divided in no. 246,458,340 ordinary Company may provide a single answer mentioned documentation in work days, the report submitted by the applying such date, shall not be deemed eligible shares with a nominal value of euro 0.26 to multiple questions regarding the from Monday to Friday, 9:00 a.m.- 06:00 shareholders shall be made available to to intervene and exercise the right to The proxy may be conferred, without each.

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