Shareholders Meeting on 27 April 2017 (I Call) and on 28 April 2017 (II Call) Item 1 on the agenda ordinary session

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1 Registered Office: Via Bianca di Savoia 12, Milan Share capital 67,979, Registered in Milan N VAT N Shareholders Meeting on 27 April 2017 (I Call) and on 28 April 2017 (II Call) Directors Explanatory Report Item 1 on the agenda ordinary session Proposed confirmation of Director Paolo Ainio, co-opted pursuant to art of the Italian Civil Code, and consequent resolutions.

2 Registered Office: Via Bianca di Savoia 12, Milan Share capital 67,979, Registered in Milan N VAT N Shareholders Meeting on 27/28 April 2017 Board of Directors Explanatory Report on the first item on the agenda ordinary session Proposed confirmation of Director Paolo Ainio, co-opted pursuant to art of the Italian Civil Code, and consequent resolutions. Dear Shareholders, on 28 July 2016, following the resignation of Bruno Ermolli, the Board of Directors co-opted Paolo Guglielmo Luigi Ainio to replace him as Director. The Board of Directors assessed the fulfillment of the integrity and eligibility requirements under the regulations in force. Paolo Guglielmo Luigi Ainio is a non-executive director, since he holds no management positions or management responsibilities in the Company. In accordance with art of the Italian Civil Code, the co-opted Director remains in office until the next Shareholders Meeting, namely, until the Shareholders' Meeting called on 27 April 2017 (28 April in second call). The Shareholders Meeting is therefore called upon to confirm the appointment of Paolo Ainio as Director of the Company. The Board of Directors proposes the Shareholders Meeting to confirm the co-opted Director, with a term of office coinciding with the remaining term of office of the entire Board, setting a gross annual remuneration of Euro 10,000.00, equal to the annual remuneration set for each of the other Directors in office by the Shareholders Meeting on 23 April 2015 upon their appointment. In accordance with the regulations in force and in compliance with the recommendations of the Corporate Governance Code, the Board of Directors invites you to view the candidate s curriculum vitae and the statements under which he has accepted his appointment and has certified that there are no reasons for his ineligibility or incompatibility, and that the requirements prescribed by Company by-laws, by law and by regulations on the position as member of the Board of Directors have been fulfilled. All the documents regarding the professional profile of the proposed Director are available on the website - Governance Section - and are attached to this Report. With regard to the provisions of art. 17, par. 6, of the Company by-laws, the voting list system does not apply to the proposed appointment, as the provision provides that the appointment by the Shareholders Meeting of directors to replace directors no longer in office, including coopting directors, is freely made with the majorities required by law, without prejudice to the obligation to comply with the minimum number of

3 Registered Office: Via Bianca di Savoia 12, Milan Share capital 67,979, Registered in Milan N VAT N independent directors, pursuant to Legislative Decree no. 58/1998, and with the temporary provisions in force on gender balance. Mention should be made that the Board of Directors of Arnoldo Mondadori Editore S.p.A. is currently made up of 4 directors with the abovementioned independence requirements and 3 directors expressing the less represented gender. We invite you to adopt the following resolutions. "The Ordinary Shareholders Meeting of Arnoldo Mondadori Editore S.p.A., having examined the Directors' Report, resolves to confirm Paolo Guglielmo Luigi Ainio, born in Milan on 26 August 1962, as Director of the Company, who will remain in office until the expiry of the term of the entire Board of Directors, therefore until the Shareholders Meeting called to approve the financial statements for the year ending 31 December 2017; to set the total gross annual remuneration, pro rata temporis, of the Director as appointed above at Euro 10, March 2017 Arnoldo Mondadori Editore S.p.A. For the Board of Directors The Chairman Marina Berlusconi

4 Registered Office: Via Bianca di Savoia 12, Milan Share capital 67,979, Registered in Milan N VAT N Paolo Ainio Profile Born in Milan in 1962, Ainio is one of the pioneers of the Internet in Italy. He started working in 1981 in his father s business, Centro Media, the first media agency in Italy. In 1993, he left advertising and moved to the United States for a short stint, where he witnessed the birth of the Internet. In 1995, he founded Matrix, which included Virgilio, the very first and most important Italian portal. He was board member of Seat Pagine Gialle S.p.A. from 1997 to 2002 and of Lottomatica S.p.A. from 2002 to In 2007, he founded and is currently Executive Chairman of Banzai, Italy s leading e-commerce company with the eprice and Saldiprivati brands. Paolo Ainio has been a non-executive Director of the Board of Directors of Arnoldo Mondadori Editore S.p.A. since July He is also Chairman of IM3D S.p.A., active in the development and management of innovative high-tech solutions in medical imaging for cancer prevention.

5 Milan Company register and tax code VAT no Shareholders Meeting of 27 April 2017 (1st call) and of 28 April 2017 (2nd call) Directors Report Agenda item 6 - ordinary session Authorization to buy back and trade treasury shares, pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code.

6 Milan Company register and tax code VAT no Shareholders Annual General Meeting 27/28 April 2017 Report of the Board of Directors on the sixth agenda item - ordinary session Authorization to buy back and trade treasury shares, pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code. Fellow Shareholders, The Ordinary Shareholders Meeting of Arnoldo Mondadori Editore S.p.A. (the Company ) held on 21 April 2016 had resolved, pursuant to article 2357 of the Italian Civil Code and for a period of time established until the approval of the financial statements as at 31 December 2016, the authorization to purchase 26,145,834 treasury shares. Furthermore, pursuant to article 2357-ter of the Italian Civil Code, the shareholders meeting had authorized the Board of Directors to dispose of the treasury shares it acquired, without setting any time limits. Following the partial execution of the resolution, as at today's date the company owns 80,000 treasury shares (equal to 0.031% of the share capital), the vote of which is suspended pursuant to article 2357-ter, paragraph 2 of the Italian Civil Code. As at the date of this Report, the capital of the Company is equal to EUR 67,979, divided into 261,458,340 ordinary shares with a nominal value of EUR 0.26 each, of which 261,458,340 have a voting right. In consideration of the expiration date of the previous shareholders meeting authorization granted on 21 April 2016 and in order to maintain the Board of Directors right to take advantage of any investment or trading opportunities using the treasury shares, we propose that you renew, until approval of the financial statements as at 31 December 2017, the Board of Directors authorization to buy back and sell treasury shares acquired pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code, and of article 132 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended (the TUF") and article 144-bis of the Consob regulation adopted with resolution no of 14 May 1999, as subsequently amended ("the Issuers' Resolution"), according to the terms and conditions that follow. 1. Reasons for requesting authorization to buy back and trade treasury shares. The request for the authorization to purchase and sell treasury shares is provided in order to allow the Company to buy back and trade ordinary shares, in line with the previous authorizations granted by the shareholders' meetings and in compliance with the EU and national laws that are applicable and market practices which are recognized by Consob, respectively, pursuant to article 13 of the (EU) Regulation no. 596/2014 and article 180, paragraph 1, letter c) of the TUF, for the following reasons: - to use the treasury shares that are acquired as potential consideration with which to acquire equity investments as part of the Company's investment policy; - to use bought back treasury shares upon the exercise of rights, including conversion rights, that stem from financial instruments issued by the Company, subsidiaries or third parties, and use the treasury

7 Milan Company register and tax code VAT no shares for loans, exchanges or conferrals of shares or for extraordinary capital transactions or borrowing or incentives that involve assignment or disposal of treasury shares; - to carry out, whether directly or through intermediaries, any investment transactions including to contain irregular movements of the share price, regulate the performance of the trading and the prices and support the liquidity of the share on the market, so as to promote the regular trading thereof outside the normal fluctuations connected to market performance, notwithstanding compliance with the applicable laws in every case; - to take advantage of any investment or divestment opportunities when deemed to be to the strategic benefit of the Company, and in proportion to available liquidity; - to use treasury shares for incentive plans based on financial instruments pursuant to article 114-bis of the TUF and for programs featuring the free assignment of shares to the shareholders. In regard to the latter, it is hereby observed that the Board of Directors has submitted to the shareholders meeting called for 27 April 2017, and on 28 April 2017 on second call if necessary, an application for approval pursuant to article 114-bis of the TUF, of the Performance Share Plan for the three year period from 2017 to 2019 (the "Plan"). The incentive plan provides that the financial instruments on which it is based shall consist exclusively of the treasury shares of Mondadori (see the information document published pursuant to article 84-bis of the Issuers' Regulation which is available on the website Therefore, after receiving the authorization that the shareholders meeting may provide pursuant to this proposal, the Board of Directors will be able to initiate a program to buy back the treasury shares up to a maximum amount of 0.96% of the share capital, which will provide to the company 2.5 million shares required to fulfil the obligations of the plan, (i) the details of which will be disclosed prior to the beginning of any contractual negotiations, (ii) the purchases and sales will be disclosed to Consob and the public, and (iii) the purchase prices will comply with the limit set forth under (EU) Regulation no. 596/2014 and the relative implementing regulations. 2. Maximum number, class, and nominal value of shares that fall under the proposed authorization. The authorization refers to the purchase of a maximum number of treasury shares, held from time to time in the portfolio, whether directly or indirectly, not to exceed 10% of the share capital. 3. Relevant information to fully assess whether the provisions laid down by the Italian Civil Code in article 2357, paragraph 3, have been complied with. Pursuant to article 2357, paragraph 1 of the Italian Civil Code, purchases of treasury shares must nevertheless take place within the limits of the profits that are distributable and the reserves that are available according to the last financial statements that have been approved at the time that each transaction takes place. Only fully paid up shares can be acquired.

8 Milan Company register and tax code VAT no The authorization is required in compliance with the provisions of article 2357, paragraph 3, of the Italian Civil Code, that is for an amount not to exceed one fifth of the share capital. 4. Requested duration for buyback authorization. The duration of the proposed buyback authorization is requested to be up until approval of the financial statements for the fiscal year ended 31 December 2017, while authorization for the Board to trade treasury shares is requested without time limits. 5. Minimum and maximum consideration. The minimum and maximum buyback price shall be a unit price which is no lower than the official stock exchange price on the day prior to the day on which the purchase take place, decreased by 20%, and no higher than the official stock exchange price on the day prior to the one on which the purchase takes place, increased by 10%. In any case, the buyback price abides by the additional conditions laid down in article 3 of Delegated Regulation (EU) 2016/1052 and subsequently referred to in paragraph 6. In accordance with the provisions laid down in article 2357, paragraph 1 of the Italian Civil Code, buybacks will be executed within the limits of the available surplus reserve, as determined by the latest regularly-approved financial statements. The Board of Directors also proposes that it be granted the authorization to sell, dispose of and/or use, for any reason and at any time, whether in whole or in part, on one or several occasions, the treasury shares bought back for the purposes indicated under paragraph 1 above, following procedures, terms and conditions which are determined by the Board of Directors from time to time. Furthermore, buybacks will be carried out in compliance with the conditions laid down in article 3 of Delegated Regulation (EU) 2016/1052 concerning the volumes and prices of shares. In particular: - shares shall not be purchased at a price higher than the highest price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out; - in so far as volume is concerned, the daily trading volumes shall not exceed 25% of the average daily volume of the Arnoldo Mondadori Editore S.p.A. share traded in the 20 trading days preceding the date of purchase. Purchases inherent in (a) supporting market liquidity; and (b) the buyback of treasury shares for the establishment of a so-called "share inventory" will also take place in compliance with the conditions set forth by market practices pursuant to the combined provisions of article 180, paragraph 1, letter c) of the TUF and article 13 of EU Regulation 596/2014. In particular, the Board of Directors will be entitled to sell the treasury shares (a) either through disposal thereof on regulated markets or as consideration for the purchase of equity investments as part of the company's investment policy, or for the exercise of rights, including conversion rights, relative to financial instruments issued by the company or third parties, notwithstanding that the price or the unit value attributed to

9 Milan Company register and tax code VAT no the shares shall not be lower than 80% of the reference price of the share on the trading day prior to each individual transaction; (b) for share based incentive plans approved by the Shareholders' Meeting, pursuant to the procedures set forth in the relative regulations. 6. Procedures according to which buybacks will be executed. The buybacks will be made in compliance with (i) the combined provisions of article 132 of Legislative Decree 58/1998 and article 5 of EU Regulation 596/2014, (ii) article 144-bis of the Issuers' Regulation, (iii) the EU and national regulations regarding market abuse and (iv) allowed practices. In particular, these buybacks will be made on regulated markets according to procedures that do not allow direct matching of bids with predetermined ask prices. The disposals of the bought back treasury shares shall be concluded either through disposal thereof on regulated markets or through trading which is compliant with applicable laws, or as consideration for the purchase of equity investments as part of the company's investment policy. In particular, we request the authorization to dispose of treasury shares (i) for the exercise of rights, including conversion rights, arising from financial instruments issued by the company or third parties at a price that corresponds to the relative exercise or conversion price; and (ii) for the exercise of options which are assigned to the beneficiaries of share based incentive plans, the price will correspond to what is required by the Regulations. Resolution proposals Fellow Shareholders, If you agree with our proposals, we invite you to approve the following resolutions: The Ordinary Shareholders Meeting of Arnoldo Mondadori Editore S.p.A., - has examined and discussed the explanatory report submitted by the Board of Directors; - has examined the financial statements for the year ended 31 December 2016, approved by this Meeting; and - has acknowledged the proposals for resolutions that have been submitted; and hereby resolves 1. to authorize, pursuant to article 2357 of the Italian Civil Code, the buyback of a maximum number of ordinary shares with a nominal value of EUR 0.26 per share up to 10% of the company s present share capital. Buybacks will be able to be executed singularly or multiple times, and the share price must fall within a range that is determined as follows: the official share price on the day before the buyback is reduced by 20%, and the resulting price is set as the floor; whereas the same official price is increased by 10%, with the result being set as the ceiling. The volumes and unit prices must

10 Milan Company register and tax code VAT no nevertheless comply with the conditions set forth under article 3 of Delegated Regulation (EU) 2016/1052 and, in particular: shares shall not be purchased at a price higher than the highest price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out; in so far as volume is concerned, the daily trading volumes shall not exceed 25% of the average daily volume of the Arnoldo Mondadori Editore S.p.A. share traded in the 20 trading days preceding the date of purchase. This authorization shall remain in effect until the Shareholders' Meeting held to approve the financial statements as at 31 December 2017; 2. to authorize the Board of Directors, as well as the Chairman and Chief Executive Officer on the Board s behalf, to proceed with the buyback of shares under the conditions listed above and at the pace deemed to be in the Company s best interests. This authorization shall apply jointly and severally to the Chairman and Chief Executive Officer, and shall allow them to act by proxy as well. Buybacks shall be executed in compliance with current regulations, and as such pursuant to article 144-bis of Consob Regulation no /1999 they shall be carried out on regulated markets and in accordance with trading procedures as established by the respective market regulations, so long as these do not permit direct matching of bids with predetermined ask prices; 3. upon buying or selling the treasury shares, to make the necessary accounting entries, pursuant to the laws and the applicable accounting standards; 4. pursuant to article 2357-ter of the Italian Civil Code, to grant the Board of Directors, as well as the Chairman and Chief Executive Officer on the Board s behalf, jointly and severally and including through proxies, the authorization to trade shares at any time, in whole or in part, on one or more occasions, and even before having exhausted all buybacks which have been bought back in accordance with this resolution, in any of the following manners: through the sale of said shares on regulated markets or in compliance with any additional trading procedures and regulations that may apply; as consideration for equity investment, provided it falls under the Company s investment policy guidelines; upon the exercise of rights, including conversion rights, that stem from financial instruments issued by the Company or third parties; as a way to grant the directors themselves the power to establish terms, conditions and procedures as they see fit on each occasion, in compliance with the provisions of law and regulations. The price or value assigned to the shares to be traded shall not be less than 80% of the reference share price recorded during the trading session prior to each transaction. Specifically, this means that upon the exercise of rights, including conversion rights, that stem from financial instruments issued by the Company or third parties, the share price or value shall correspond to the respective strike price or conversion price. This authorization is granted without any restrictions in terms of the time of its validity;

11 Milan Company register and tax code VAT no to authorize the Board of Directors as well as the Chairman and Chief Executive Officer on the Board s behalf, jointly and severally and including through proxies, so that, pursuant to article ter of the Italian Civil Code, they may: (i) trade shares - at any time, in whole or in part, on one or more occasions, and even before having exhausted all buybacks - which have been bought back in accordance with this resolution, upon the exercise of stock options that are or will be assigned to beneficiaries of Shareholder-approved share based incentive plan as determined by the respective regulations, and in particular, (ii) to initiate a program to buy back the treasury shares up to a maximum amount of 0.96% of the share capital, which will provide to the company 2.5 million shares required to fulfil the obligations of the Performance Share Plan for This authorization is granted without any restrictions in terms of the time of its validity. 21 March 2017 Arnoldo Mondadori Editore S.p.A. for the Board of Directors The Chairman Marina Berlusconi

12 Milan Company register and tax code VAT no Shareholders Meeting of 27 April 2017 (1st call) and of 28 April 2017 (2nd call) Directors Report Agenda item 7 - ordinary session Resolutions pursuant to article 114-bis of the TUF [Consolidated Law on Finance] regarding the assignment of financial instruments.

13 Milan Company register and tax code VAT no Shareholders Annual General Meeting 27/28 April 2017 Report of the Board of Directors on the seventh agenda item - ordinary session Resolutions pursuant to article 114-bis of the TUF regarding the assignment of financial instruments. Fellow Shareholders, this Report has been prepared pursuant to articles 114-bis and 125-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended ( TUF ), and article 84-ter of the Consob Issuers Regulation adopted with resolution no of 14 May 1999, as subsequently amended ( Issuers' Regulation ). The Board of Directors has called you to this ordinary session on 27 April 2017 and, if necessary, on 28 April 2017 on second call, to submit for your approval pursuant to article 114-bis of the TUF, the adoption of the Performance Share Plan for the three year period (the Plan ), restricted to the CFO-Executive Director and several Managers selected by the Company. The Report explains the reasons and the content of the proposal referring to the Plan mentioned above. The Plan Information Document contains the content of the Plan and relative forecasts, prepared pursuant to article 114-bis of the TUF and article 84-bis of the Issuers' Regulation. The proposal for the authorisation to purchase treasury shares to be used to service the Plan is set forth in a separate explanatory report prepared pursuant to articles 2357 and 2357-ter of the Italian Civil Code, which - together with this report - will be provided to the public at the registered office of Arnoldo Mondadori Editore S.p.A., from the authorised storage device 1Info ( and in the section Governance of the Arnoldo Mondadori Editore website ( as required by the applicable laws. 1. Reasons for the Plan The Performance Share Plan for is established for the following reasons: a. To create a stronger bond between the creation of value in the medium and long term and for remuneration of the management. b. To support the growth of Mondadori, following the optimisation of its assets, in the form of an instrument that reflects the increase of the company s value. c. To stimulate team work at the top management level in support of the common objective of increasing value.

14 Milan Company register and tax code VAT no Furthermore, the adoption of a share based plan is fully compliant with the main recommendations of article 6 of Borsa Italiana s Code of Conduct. The Performance Share Plan for is an integral part of Mondadori's remuneration policy and is the first step towards a progressive and constant alignment with best market practices in regard to long term incentive schemes. For the preparation of the plan, the Head of Human Resources and Organization relied on the support of a major international consulting firm with specialisation in this industry, including for the compilation of market benchmarks indicating the best practices in the industry, in Italy as well as in Europe. 2. Features of the Performance Share Plan The Plan provides for each of the identified beneficiaries (paragraph 3 - "Beneficiaries") to receive the ordinary shares of Arnoldo Mondadori Editore S.p.A. which will accrue based on achievement of predefined performance objectives which are linked to the creation of value for Mondadori in the medium to long term. The plan provides for a single initial conferral of rights beginning in 2017, for which the performance conditions will be measured over the subsequent three year period ( ), to be verified upon approval of the financial statements for the year ending 2019 with a subsequent actual allocation of any shares that have accrued in % of these attributed shares is subject to a lockup period of 12 months. A maximum of 2,497,189 ordinary Arnoldo Mondadori Editore S.p.A. shares will service the plan which will be secured by purchasing treasury shares on the market (the proposal for authorization to purchase and dispose of these shares will be approved by the Shareholders' Meeting convened to meet in an ordinary session on 27 April 2017 and, if necessary, on second call on 28 April 2017). As these are treasury shares, the plan has no dilutive effects; in general terms, the maximum level of capital used to service the plan will be equal to 0.96%.

15 Milan Company register and tax code VAT no Beneficiaries The Plan is restricted to the CFO-Executive Director and 11 managers selected by Mondadori, with an existing employment and/or administration relation with the Company and its subsidiaries as at the date that the shares are conferred. The Chief Executive Officer is not included among the beneficiaries of the Plan as he is included in the LTI incentive system, a plan which is not based on the conferral of financial instruments, which coincides with the duration of the mandate, until approval of the financial statements for The beneficiaries will be identified by the Chief Executive Officer by name, upon delegation of the Board of Directors. The operative management of the plan is on the other hand delegated to the Head of Central Human Resources and Organization. The names of the beneficiaries and other information required by paragraph 1 of form 7, Annex 3A of the Issuers' Regulation will be provided subsequently, upon implementation of the Plan, according to the procedures set forth under article 84-bis, paragraph 5, letter a) of the aforementioned Issuers' Regulation. 4. Implementation procedures and clauses of the Plan, with specification whether implementation is subject to conditions and, in particular, achieving specific results The attribution of the shares to the beneficiaries at the end of the vesting period (2017, 2018 and 2019) shall take place upon achievement of the predefined performance objectives. In particular, these objectives refer to: i) Total Shareholder Return (TSR) pursuant to the FTSE Italia All Share index, with a weighting of 25% ii) Cumulative EBITDA for the three year period, with a weighting of 25% iii) Cumulative Net profit for the three year period, with a weighting of 25% iv) Free Cash Flow for the three year period, with a weighting of 25% Minimum, target and maximum result levels have been set for each of the performance conditions above. Upon reaching the minimum results level (90%) for EBITDA, Net Profit and Free Cash Flow, the number of shares attributed will equal 50% of the target number of the rights that have been assigned. 100% of the benefit will apply upon reaching the target performance results level while the maximum result level will entitle beneficiaries to 120% of the target number of the rights that have been assigned. The TSR is defined in relation to the components constituting the FTSE Italia All Share index measuring performance throughout the performance period of the Plan. Upon achieving TSR equal to or higher than the median, the objectives will be deemed to have been reached and 100% of the assigned shares will be attributed. No shares will be forthcoming in the event of a TSR that is lower than the median. The number of shares attributed by virtue of the level of achievement of the performance objectives is rounded to the highest whole unit.

16 Milan Company register and tax code VAT no The Board, or upon delegation thereof, the Chief Executive Officer, is entitled to change the Performance Objectives in the presence of situations or circumstances that are extraordinary and/or unforeseeable which could significantly affect the results and/or the scope of the Group's activities. As a non-exhaustive example, such situations or circumstances would include mergers, spin-offs, acquisitions, disposals and demergers. Resolution proposal Fellow Shareholders, If you agree with our proposals, we invite you to approve the following resolutions: The Ordinary Shareholders Meeting of Arnoldo Mondadori Editore S.p.A. has examined the Explanatory Report of the Board of Directors prepared pursuant to articles 114-bis and 125-ter of Legislative Decree no. 58 of 24 February 1998, as it was subsequently amended (the "TUF"); examined the Information Document prepared pursuant to article 84-bis of the regulation adopted by Consob with its resolution no of 14 May 1999, as it was subsequently amended, which was provided to the public according to the procedures prescribed in the applicable regulatory provisions, resolves 1. to approve, pursuant to articles 114-bis of the TUF, adoption of the incentive plan named Performance Share Plan of Arnoldo Mondadori Editore S.p.A. (the "Plan"), the terms, conditions and implementation procedures of which are described in the Information Document for the plan which is attached to the Report of the Board of Directors which you are referred to; 2. to grant to the Board of Directors, which shall have express powers to further delegate these powers, the broadest powers necessary and appropriate for implementation, integration or amendment of the Plan, including, as a non-exhaustive example, the power to: (i) assign rights to the CFO-Executive Director; (ii) identify the Beneficiaries who are not members of the Board of Directors and the number of rights to be assigned to each beneficiary; (iii) define every other term and condition for implementation of the Plan, including the procedures for the procurement of the financial instruments to service the plan, to the extent that these do not violate the authorizations granted by the Shareholders' Meeting; (iv) perform every task, formality and communication required or appropriate for the management and/or implementation of the Plan, in compliance with the deadlines and conditions described in the Information Document accompanying the Performance Share Plan , which you are referred to;

17 Milan Company register and tax code VAT no confer separately upon the Chairman of the Board of Directors and the Chief Executive Officer the power to further delegate so as to complete the legislative and regulatory duties attaching to the resolutions that were adopted. 21 March 2017 for the Board of Directors The Chairman (Marina Berlusconi)

18 Information Document PREPARED IN ACCORDANCE WITH ARTICLE 114-BIS, LEGISLATIVE DECREE NO. 58/1998 (CONSOLIDATED LAW ON FINANCE) AND ARTICLE 84-BIS, CONSOB REGULATION NO of 1999 AND SUBSEQUENT AMENDMENTS AND ADDITIONS THERETO (ISSUERS REGULATION) Performance Share Plan Introduction This Information Document, prepared in accordance with Article 84-bis (Annex 3 A, Scheme no. 7) of the Issuers Regulation, has been written by Arnoldo Mondadori Editore S.p.A. in order to provide an information note to its own shareholders and to the market on the proposal of adoption of the Performance Share Plan (the Plan ), approved by the Board of Directors of Arnoldo Mondadori Editore S.p.A. on 21 March 2017, that will be submitted for approval, pursuant to Article 114-bis Consolidated Law on Finance, to the ordinary Shareholders Meeting, convened on first call on 27 April 2017, in Segrate (MI), Via Mondadori 1 and, if need be, on second call on 28 April 2017 for the approval of the financial statements of the year ended on 31 December The Plan provides for the assignment to the Beneficiaries of the right to receive Shares of the Company as consideration for the achievement of preset three-year Performance Objectives. The Plan is comprised by only one three-year cycle, starting from This Plan applies to the Management of Arnoldo Mondadori Editore S.p.A. and subsidiaries thereof, and should be considered particularly relevant, pursuant to Article 84-bis (2), Issuers Regulation, as it is also intended for the persons indicated in Article 114- bis, Consolidate Law on Finance, and in particular: i) Managers with Strategic Responsibilities of Arnoldo Mondadori Editore S.p.A. ii) Members of the Board of Directors or Management Board of the companies controlled by the shares issuer This Information Document is made available to the public at the registered office of Arnoldo Mondadori Editore S.p.A., at the authorized storage mechanism 1Info ( and in the section Governance of Arnoldo Mondadori Editore s website ( according to the provisions of the regulations in force. Definitions The description of the meaning of a few terms used in this Information Document is given below: Chief Executive Officer Assignment The Chief Executive Officer of Arnoldo Mondadori Editore S.p.A. The assignment of the Rights to receive the Shares of the Company 1

19 Allocation Share Shares Allocated or Premium Accrued Shares Beneficiaries in accordance with the provisions of this Document The handover of Shares that constitute the Premium at the end of the Vesting Period, according to the level of achievement of the Performance Objectives Ordinary share issued by Arnoldo Mondadori Editore S.p.A., listed on the electronic stock exchange of Borsa Italiana S.p.A., ISIN code IT Maximum number of Shares allocated to the Beneficiaries that can be actually assigned at the end of a preset period (Vesting Period) according to preset performance and retention conditions. Actual number of Shares accrued by the Beneficiaries at the end of the preset period (Vesting Period), calculated on the basis of the performance levels achieved at the terms and conditions set out in the Plan. The Recipients of the Plan Board of Directors or Board The Board of Directors of Arnoldo Mondadori Editore S.p.A. Committee The Remuneration and Appointment Committee of Arnoldo Mondadori Editore S.p.A., entirely composed of Non-executive Directors and, for the most part, independent Directors - the composition, appointment, duties and operating modalities of which are governed by a proper Regulation approved by the Board of Directors with the function to make proposals and advise on remuneration matters. Managers with Strategic Responsibilities Pursuant to Article 65 (1) quater, Issuers Regulation, the managers of Arnoldo Mondadori Editore S.p.A. who have the power and responsibility, whether directly or indirectly, to plan, manage and control Arnoldo Mondadori Editore S.p.A. Date of Assignment Date of Allocation Group Mondadori or Company Performance Objectives The date on which the Beneficiaries are nominatively designated The date on which the Board of Directors allocates the Shares to the Beneficiaries based on the achievement of Performance Objectives Mondadori and its Subsidiary Companies Arnoldo Mondadori Editore S.p.A. (with registered offices at Via Bianca di Savoia no. 12, Milan, Italy) The objectives of the Plan whose level of achievement determines the value of the incentive shares to be granted to each beneficiary at 2

20 Vesting Period Performance Period Lock-Up Period Plan Employment Regulation Subsidiary Companies the end of the vesting period Three-year period starting from the moment when the Premium is allocated by way of the Letter of Assignment The three-year Period in relation to which the achievement of the Performance Objectives is measured Period in which some of the allocated shares cannot be transferred by the Beneficiary The Performance Share Plan of the Company setting out the right of the Beneficiaries to receive gratuitously Shares of the Company as consideration for the achievement of preset Performance Objectives The employment contract or holding of the director position in place between the Beneficiary and the Group The document approved each year by the Board of Directors setting out the terms and conditions of each annual allocation of the Plan. Subsidiary Companies of Arnoldo Mondadori Editore S.p.A. pursuant to Article 2359 Italian Civil Code. 1. The recipients 1.1 Indication of the names of the recipients who are members of the Board of Directors of the issuer, of the parent companies and of directly or indirectly subsidiary companies. CFO-Executive Director, Mr. Oddone Pozzi, is one of the Beneficiaries of the Plan. If the Beneficiaries referred to at the following par. 1.2 include persons whose names must be indicated, pursuant to the provisions of the regulations in force, also relatively to the office as Director possibly held in Subsidiary Companies, the Company will provide to the market the related information, on the occasion of the communications set out in Article 84-bis (5), Issuers Regulation. 1.2 The categories of employees or collaborators of the issuer and of the parent or subsidiary companies of the issuer The Plan is addressed to the managers of the Group nominatively identified. The basic eligibility criterion to be identified as Beneficiary of the Plan is the holding of positions having a relevant impact on the achievement of the results of the Company. 3

21 The Beneficiaries will be nominatively identified, after the approval of the Plan by the Shareholders Meeting. The Chief Executive Officer, as delegated by the Board of Directors, shall have the discretionary power to nominatively indicate the Beneficiaries. Participation shall give rise to no obligation to designate the same Beneficiary for subsequent plans. It should be noted that some managers that are prospective Beneficiaries of the Plan may hold the office as members of the Board of Directors of Subsidiary Companies of the Company, pursuant to Article 2359 Italian Civil Code. 1.3 Nominal indication of the beneficiaries of the plan belonging to the following groups: a) General Managers of the issuer of financial instruments; Not Applicable b) Other managers with strategic responsibilities of the issuer of financial instruments that is not of a smaller size, pursuant to Article 3 (1), f), Regulation no of 12 March 2010, if in the course of the relevant year they have received a total compensation (adding together monetary compensations and compensations based on financial instruments) that exceeds the highest of the total compensations assigned to the members of the Board of Directors, or of the Management Board, and to the general managers of the issuer of financial instruments. Not Applicable None of the Group s managers with Strategic Responsibilities has received in the course of the year a total compensation that exceeds the highest of the total compensations assigned to the members of the Board of Directors of Arnoldo Mondadori Editore S.p.A.. c) Natural persons controlling the shares issuer, who are employees or work as collaborators of the shares issuer Not Applicable 1.4 Description and numerical indication, divided by category: a) of the Managers with strategic responsibilities other than those indicated in par. 1.3, b); The Company s Managers with Strategic responsibilities are presently 7. 4

22 b) in the event of companies of a smaller size, pursuant to Article 3 (1), f), Regulation no of 12 March 2010, the aggregate indication of all managers with strategic responsibilities of the issuer of financial instruments; Not Applicable. c) of any other categories of employees or collaborators to whom different characteristics of the Plan have been provided for Not Applicable. 2 The reasons that justify adoption of the Plan 2.1 The objectives the Company wishes to pursue with the attribution of the Plan By adopting the Plan, the Company aims at encouraging the management to improve performance, in the medium/long term, in terms of industrial performance levels and in terms of value growth of the Company. More specifically, the Plan pursues the following objectives: a) Creating a stronger connection between the creation of value in the medium/long term and the remuneration of the management. b) Sustaining the growth of Mondadori, following completion of the optimization of its own assets, defining a tool that reflects the growth of the value of the company. c) Fostering team working at an apical level supporting the common objective of value growth. 2.2 Key variables, also in the form of performance indicators, considered for the purpose of the attribution of the plans based on financial instruments The Beneficiaries will receive, in the Letter of Assignment, the right to receive the Premium. Accrual of the Premium is subject to the Employment being in force and to the actual provision of the work activity during the Vesting Period, until the time of actual disbursement of the Premium, in addition to the achievement of the specific Performance Objectives. The Performance Objectives, to which accrual of the Premium is subject, are: i) Total Shareholder Return (TSR) in respect of the constitutive elements of the FTSE All Share index, with 25% weight 5

23 ii) Cumulative EBITDA in the three-year period, with 25% weight iii) Cumulative Net Profit in the three-year period, with 25% weight iv) Cumulative Free Cash Flow in the three-year period, with 25% weight Minimum, target and maximum result levels are fixed for each performance condition illustrated above. Upon achievement of the minimum result level (equal to 90%) in regard to EBITDA, Net Profit and Free Cash Flow, the number of Shares allocated will be equal to 50% of the target number of the Rights assigned. Upon achievement of the target performance level (equal to 100%), 100% will accrue, while upon achievement of the maximum result level (equal to 120%), the number of Shares allocated will be equal to 120% of the target number of the Rights assigned. TSR is defined on the basis of the constitutive elements of the FTSE All Share index, measuring performance in the Plan s performance Period. Upon achievement of a TSR equal to or higher than the median, the objective will be considered achieved and the number of shares attributed will be equal to 100% of the Rights assigned. In the presence of a TSR lower than the median, no share will be allocated. The number of Shares to be allocated in virtue of the level of achievement of the Performance Objectives will be rounded up to the higher unit. The Board, or the Chief Executive Officer, delegated by it, shall have the right to change the Performance Objectives in the presence of extraordinary and/or unforeseeable situations or circumstances that may significantly affect the results and/or the perimeter of the Group s activities. Such situations and circumstances include, as an example only, without any limitation thereto, mergers, demergers, acquisitions, transfers or split-up. 2.3 Elements at the basis of the determination of the amount of the compensation based on financial instruments, or criteria for determination thereof The Plan provides that the Beneficiaries be divided into groups based on the position held and the related impact on the company results. Each group is associated with a target incentive value expressed in RAL (Gross annual salary) maximum percentage values, which will be assigned as rights to receive gratuitous shares of the company upon fulfilment of the performance conditions illustrated at the preceding par The reasons at the basis of the decision to attribute compensation plans based on financial instruments not issued by the issuer Not Applicable. 6

24 2.5 Significant tax and accounting implications that have affected the definition of the plans The structure of the Plan has not been affected by any applicable tax laws or accounting implications. 2.6 Possible support of the Special Fund encouraging participation of workers in the undertakings referred to in Article 4 (112), Italian Law no. 350 of 24 December 2003 Not Applicable. 3 Approval procedure and assignment of instruments 3.1 Scope of the powers and functions delegated by the Shareholders Meeting to the Board of Directors for the purpose of the implementation of the Plan On 21 March 2017, the Company s Board of Directors, with CFO-Executive Director abstaining from vote, has approved the Plan, on a proposal of the Remuneration and Appointment Committee, and resolved to submit it to the Shareholders Meeting for approval, in accordance with Article 144 bis, Consolidate Law on Finance. Following approval of the Plan and the financial instruments at the service of its implementation, by the Shareholders Meeting, the Board of Directors, exercising the delegation that will be conferred by the Shareholders Meeting, will implement the Plan approving: i) assignment of rights in favour of the CFO- Executive Director; (ii) identification of the Beneficiaries not members of the Board of Directors and number of rights to be assigned to the beneficiaries; (iii) as well as any other term and condition for the implementation of the plan, therein including the methods for the provision of the financial instruments at the service of the Plan itself, as long as this is not contrary to the decisions of the Shareholders Meeting. 3.2 Indication of the persons in charge of the administration of the Plan and related functions and responsibilities The Board of Directors is responsible for implementing the Plan, availing itself of the preparatory and advisory function of the Remuneration and Appointment Committee, and has the power to delegate the management of the Plan to the Chief Executive Officer, with sub-delegation power, within the limits set out in the Plan s implementing regulation, on the basis of the preparatory and/or advisory activities carried out by the Remuneration and Appointment Committee, without prejudice to the fact that any 7

25 decision relative and/or pertaining to the assignment and implementation of the Plan in regard to the Chief Executive Officer as Beneficiary shall remain the exclusive power of the Board of Directors. 3.3 Existing procedures for the review of the plans also in relation to any changes to basic objectives Without prejudice to the competence of the Shareholders Meeting in the instances set out by the law, the Board of Directors, having heard the opinion of the Remuneration and Appointment Committee, is the competent body to make any changes to the Plan. The Board, or the Chief Executive Officer delegated by the Board, has the right to change the Performance Objectives in the presence of extraordinary and/or unforeseeable situations or circumstances that may significantly affect the results and/or the perimeter of the Group s activities. These situations and circumstances include, as an example only, without any limitation thereto, mergers, demergers, acquisitions, transfers and split-up. 3.4 Description of the modalities for the determination of the availability and assignment of the financial instruments on which the Plan is based The Plan sets out the gratuitous provision of a varying number of Shares based on the individual allocation and the level of achievement of the Plan s performance conditions. These Shares may consist of previously issued Shares to be purchased in accordance with Article 2357 and ff., Italian Civil Code, or of Shares already owned by the Company. In this regard, the Board of Directors at the meeting of 21 March 2017, has resolved to submit to the Shareholders Meeting a proposal to authorize the purchase and disposal of own Shares at the service of the Plan. 3.5 The role played by each director in the determination of the characteristics of the Plan, occurrence of conflicts of interest involving the interested directors Consistently with the recommendations of the Corporate Governance Code of Listed Companies, to which the Company adheres, the conditions of the Plan have been set out on a proposal of the Remuneration and Appointment Committee, entirely composed of Non-executive Directors, two of which are independent. The proposal to submit the Plan to the Shareholders Meeting, pursuant to Article 114- bis, Consolidate Law on Finance, has therefore been resolved by the Board of Directors, the CFO- Executive Director abstaining from vote, on 21 March 2017, subject to the approval of the Board of Statutory Auditors pursuant to Article 2389 (3), Italian Civil Code, at the terms indicated in the mentioned provision. 8