In the reporting period, Arnoldo Mondadori Editore S.p.A. did not carry out any development activities. At closure or during the period, it did not hold any shares in parent companies, not even through trusts or trustees.

RELATED PARTY TRANSACTIONS

In compliance with the provisions set out in Article 5, paragraph 8, and Article 13, paragraph 3, of the “Regulation in the matter of transactions with related parties” issued by CONSOB through Resolution 17221 of 12 March 2010 and subsequent amendments (the “CONSOB Regulation”), the following is reported relating to the period of reference:

1. no transactions of greater significance were concluded;
2. a transaction with related parties was concluded, with the signing of an amendment to the agreement on the exercise of the option for tax consolidation with Fininvest S.p.A.. For details of the transaction and its effects, reference should be made to Note 36 to the Consolidated Financial Statements;
3. no changes or developments relating to the transactions with related parties illustrated in the most recent Annual Report are reported that had a significant impact on the Company’s equity or performance in the year of reference.

Also with regard to the provisions of Article 2427 no. 22 bis of the Italian Civil Code, it should be noted that transactions with related parties were regulated under normal market conditions: those concluded with Mondadori Group companies are intercompany current account trade and financial transactions, managed by Arnoldo Mondadori Editore S.p.A., to which the various subsidiaries and associated companies contributed based on their relevant debt and credit positions.

For further details, reference should be made to the Explanatory Notes to the Financial Statements of Arnoldo Mondadori Editore S.p.A. and to the Group’s Consolidated Financial Statements.

Tax consolidation

In relation to the tax consolidation regime pursuant to Article 117 et seq. of Italian Presidential Decree 917/1986, Arnoldo Mondadori Editore S.p.A. renewed the option in 2019 also for its subsidiaries (Mondadori Group) to adhere to the tax consolidation regime with Fininvest S.p.A. as consolidating company for the 2019-2021 three-year period. The consolidation agreement contains a protection clause according to which Arnoldo Mondadori Editore S.p.A. and its subsidiaries adhering to tax consolidation shall not be required to pay more income tax than the Group would have paid if Arnoldo Mondadori Editore S.p.A. and its subsidiaries had created its own tax consolidation agreement. Therefore, this protection clause is aimed at only accounting the tax amount that would have been paid by the subsidiaries excluded from the fiscal unit belonging to Fininvest S.p.A. as a result of the application of the so-called "demultiplier".

The agreement sets the priority for the Mondadori Group to offset current tax receivables against payables (i.e. referred to the same year in which tax payment is due) transferred by the adhering companies and, in the case of residual taxable income, to subsequently use prior-year tax losses within the limits set by current legislation. Pursuant to the currently applicable regulations on the matter, the agreement allows the transfer, within the consolidation scope, of tax benefits enjoyed by the adhering companies, which are transferred or made available to the fiscal unit against recognition of a compensation (paid at a rate corresponding to the ordinary IRES tax value) by the companies benefiting from it.

Any tax receivables or payables resulting from adherence to such tax consolidation agreement are posted as receivables or payables to holding companies, with the latter acting as "clearing house".

The tax consolidation option, whose three-year period expires in the current tax year, will be exercised again for the years 2022-2024.

Tax transparency

With regard to the entry into force of Article 115 of Presidential Decree 917/1986 for the 2019-2021 three-year period, the “tax transparency" option was exercised by Direct Channel S.p.A. and Publitalia '80 S.p.A., as participating companies, and Mediamond S.p.A., as investee.

After exercising this option, Mediamond S.p.A.'s taxable income and tax losses are included pro-rata, because of the investment held, in the taxable income of Direct Channel S.p.A. (formerly Mondadori Pubblicità S.p.A.) and Publitalia '80 S.p.A..

Tax realignment

The Group opted for the realignment of the tax amounts of certain trademarks and goodwill in compliance with the provisions of the so-called "August Decree" of 2020, without releasing the reserve subject to suspension. The option allowed, against payment of the substitute tax of 3% or 12% of the realigned amount, the deduction over 50 or 18 financial years, beginning in 2021, of the tax amortization of the value of such trademarks and goodwill.

As a result of the realignment, the deferred tax recorded in the financial statements on the temporary difference between the tax amounts and the statutory amounts of the trademarks and goodwill subject to realignment was cancelled, resulting in income of € 8.9 million in the Income Statement for 2021, net of the cost of the substitute tax.

Mention should also be made that, in 2021, Mondadori Media S.p.A. signed an amendment to the agreement on the exercise of the option for the tax consolidation regime in place with Fininvest S.p.A., aimed at enabling the Company to benefit, as much as possible, from net benefits similar to those envisaged by the provisions contained in the above “August decree” in relation to the difference between the book value and the tax value of the TV Sorrisi e Canzoni brand. As a result of the amendment, income of € 9.8 million was recognized in the income statement for 2021.

See Note 36 to the Consolidated Financial Statements for further details.

Direction and coordination activities (Article 2497 et seq. of the Italian Civil Code)

While Fininvest S.p.A. holds a controlling stake pursuant to Article 2359 of the Italian Civil Code, it does not exert any direction and coordination activity as defined in Article 2497 bis and ensuing articles of the Italian Civil Code on Arnoldo Mondadori Editore S.p.A.; it manages the investment held in Arnoldo Mondadori Editore S.p.A. merely from a financial standpoint.

With regard to the companies controlled by Arnoldo Mondadori Editore S.p.A., the Board of Directors has verified, with reference to the requirements of law and taking into account that the Board of Directors determines, generally speaking, the strategic and organizational policies relating also to subsidiaries, the exercise of the direction and coordination activities under Article 2497 et seq. of the Italian Civil Code over the following subsidiaries pursuant to Article 2359 of the Italian Civil Code:

• D Scuola S.p.A.
• Giulio Einaudi Editore S.p.A.
• Mondadori Retail S.p.A.
• Mondadori Education S.p.A.
• Electa S.p.A.
• Mondadori Media S.p.A.
• Mondadori Libri S.p.A.
• Direct Channel S.p.A.
• Mondadori Scienza S.p.A.
• Press-di Distribuzione Stampa e Multimedia S.r.l.
• AdKaora S.r.l.
• Hej! S.r.l.
• Rizzoli Education S.p.A.

The abovementioned companies consequently fulfilled their respective disclosure obligations pursuant to Article 2497 bis of the Italian Civil Code.

Register of personal data processing activities pursuant to Article 30 of Regulation (EU) 2016/679

Arnoldo Mondadori Editore S.p.A. plays an active role in ensuring complianceArnoldo Mondadori Editore S.p.A. plays an active role in ensuring complianceof the Mondadori Group with the privacy regulations envisaged in Regulation (EU) 2016/679 (GDPR), and in applicable legislation. Specifically, Arnoldo Mondadori Editore S.p.A. constantly updates, pursuant to Article 30 of the above Regulations, a register of the personal data processing activities carried out as data controller or data processor.

Arnoldo Mondadori Editore S.p.A., pursuant to Article 37 of the Regulations, has a Data Protection Officer (DPO) in place; the Officer sees to regularly updating its privacy documentation and security measures, based on the principles of privacy by design and privacy by default.

Transactions relating to treasury shares

Renewal of the authorization to purchase and dispose of treasury shares

The Shareholders' Meeting held on 27 April 2021 resolved, pursuant to Article 2357 et seq. of the Italian Civil Code, on the renewal of the authorization to purchase and dispose of treasury shares, following the expiry of the previous authorization resolved by the Shareholders' Meeting of 22 April 2020, in order to retain the power of the Board of Directors to take advantage of any investment or operating opportunities on treasury shares.

Here below are the main elements of the buyback plan authorized by the Shareholders’ Meeting:

Motivations

• to use the treasury shares purchased as consideration in the acquisition of interests as part of the Company's investment policy;
• to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company's capital or financing transactions that imply the transfer or sale of treasury shares;
• to undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• to rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to dispose of treasury shares as part of share-based incentive plans pursuant to Article 114-bis of the TUF, and of plans for the free allocation to employees or members of the governing or supervisory bodies of the Issuer or of an associate or to Shareholders.

Duration

The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2021, while the authorization to sell is granted to last for an unlimited period, given the absence of provisions in this regard pursuant to the provisions in force and the opportunities to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

Maximum number of purchasable treasury shares

The authorization refers to the purchase, including in more than one tranche, of a maximum number of ordinary shares with a nominal value of € 0.26, also taking account of the ordinary shares held directly or indirectly in the portfolio from time to time, up to a cap of 10% of the Company's share capital.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap

The purchases would be made in compliance with the principle of equal treatment of shareholders under Article 132 of the TUF, in accordance with any of the procedures set out in Article 144-bis of the Issuer Regulation, to be identified from time to time, and any other applicable regulations, as well as, where applicable, the market practices allowed from time to time in force. Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.

As far as disposal transactions are concerned, the authorization would allow the adoption of any appropriate method to fulfill the purposes pursued - including the use of treasury shares to service stock incentive plans and/or the transfer of real and/or personal rights and/or stock lending - to be carried out either directly or through intermediaries, in compliance with the relevant laws and regulations in force.

Without prejudice to the fact that purchases of treasury shares would be made in accordance with the time limits, conditions and requirements established by the applicable Community legislation and by the admitted market practices, the minimum and maximum purchase price would be determined for a unit price not lower than the official Stock Exchange price of Arnoldo Mondadori Editore S.p.A. shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.

However, in terms of purchase prices, the additional conditions set forth in Article 3 of the above EU Delegated Regulation 2016/1052 would apply.

With regard to the provisions of Article 2357, paragraph 1, of the Italian Civil Code, purchases would in any case be made within the limits of the available "extraordinary reserve" as shown in the last duly approved financial statements.

In any case, purchases would be made, in terms of definition of volumes and unit prices, in accordance with the conditions governed by Article 3 of EU Delegated Regulation 2016/1052, and in particular:

₋ no shares shall be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out;

- in terms of volumes, no more than 25% of the average daily trading volume of Arnoldo Mondadori Editore S.p.A. shares shall be purchased in the 20 trading days prior to the dates of purchase.

Purchases instrumental in the support to market liquidity shall also be made in accordance with the conditions provided by the admitted market practices.

Following partial execution of the resolution of 27 April 2021, a total of no. 860,000 treasury shares (equal to 0.33% of the share capital) were purchased on the market by Arnoldo Mondadori Editore S.p.A. exclusively to service the Performance Share Plans as established by the Shareholders' Meeting.

Arnoldo Mondadori Editore S.p.A., taking account of the no. 189,838 shares previously held in its portfolio, at 31 December 2021, holds no. 1,049,838 treasury shares, equal to 0.402% of the share capital.

Report on Corporate Governance and Ownership Structure (Article 123 bis Legislative Decree no. 58 of 24 February 1998)

The Report on Corporate Governance and Ownership Structure containing information on the adoption by Arnoldo Mondadori Editore S.p.A. of the Corporate Governance Code for Listed Companies established by Borsa Italiana S.p.A., as well as further information pursuant to Article 123 bis, par. 1 and 2 of Legislative Decree no. 58 of 24 February 1998, is available – together with this Directors' Report on Operations on the www.gruppomondadori.it website under the Governance section, and through the storage mechanism www.1info.it.

Adhesion to the legislative simplification process adopted by CONSOB resolution No. 18079 of January 20, 2012. Disclosure pursuant to art. 70, par. 8, and art. 71, par. 1-bis, of CONSOB Regulation No. 11971/99 as subsequently amended

On and with effect from 13 November 2012, the Board of Directors of Arnoldo Mondadori Editore S.p.A., pursuant to Article 3 of CONSOB Resolution no. 18079 of 20 January 2012 and in relation to the provisions set out in Article 70, par. 8, and Article 71, par. 1-bis of CONSOB Regulation no. 11971/1999, resolved to avail itself of the faculty of waiving the obligation of disclosure envisaged by the aforementioned CONSOB Regulation on the occasion of significant transactions relative to mergers, spin-off and capital increases through contribution of assets in nature, acquisitions and transfers.

Information pursuant to Law 124/2017 Article 1, paragraph 125bis

In 2021, the Group received the following amounts:

• € 4.6 million, pursuant to DG-MU Decree no. 506 of 31 May 2021.

List of branch offices

The company has no branch offices.