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Annual General Meeting, 26 april 2006
Herein you find the summary of the minutes of the meeting:
The Annual General Meeting of the Shareholders of Arnoldo Mondadori Editore S.p.A., held on 26 April 2006, toe discuss and pass resolution on the following:
Agenda
1. Financial statements at 31 December 2005, report of the Board of Directors, the Board of Statutory Auditors and the independent auditors, related resolutions, presentation of the Consolidated Financial Statements at 31 December 2005 and related enclosures.
2. Appointment of a Board of Directors, following the establishment of the number of members, the duration of the appointment and their remuneration. Appointment of the Chairman of the Board of Directors.
3. Appointment, following the establishment of their remuneration, of the Board of Statutory Auditors and its Chairman for the years 2006/2007/2008.
4. Proposal to establish a stock option plan for the three-year period 2006/2007/2008 and related resolutions.
5. Authorisation to effect a buy-back and utilise Company shares, as per the combined provisions of articles 2357 and 2357 ter of the Civil Code.
The following resolutions were passed:
Resolutions of the AGM of 26 April 2006
Item 1.
The Ordinary Shareholders' General Meeting of Arnoldo Mondadori Editore S.p.A., having taken note of the Report of the Board of Statutory Auditors and the Report of the Independent Auditors,
resolved:
1. to approve the Report of the Board of Directors on the company's performance and the financial statements at 31 December 2005, together with the notes, in all their parts and findings;
2. to allocate net profit for the year ended 31 December 2005 as follows:
- net profit for the year: euros 101,290,134.64
- to the reserve ex law no. 124/93 art. 13, € 33,753.30
Residual profit: €101,256,381.34
3. to distribute to shareholders a dividend of euros 0.35, stated gross of taxes, for each ordinary share (excluding treasury shares) in circulation at the date of coupon detachment, using the residual profit;
4. to distribute to shareholders an extraordinary dividend of €0.25, stated gross of taxes, for each ordinary share (excluding treasury shares) in circulation at the date of coupon detachment, using: - the residual profit, net of the distribution of the ordinary dividend at 3 above; - a part as necessary, of the extraordinary reserve (included in the item "Other reserves");
5. to distribute in total, with reference to 3 and 4 above, a dividend of euros 0.60 for each ordinary share, gross of taxes (excluding treasury shares) in circulation at the date of coupon detachment. The dividend will be paid in accordance with the provision of the "Regulations for markets organised and managed by Borsa Italiana S.p.A." in a single sum as follows: detachment date 22 May 2006, with payment from 25 May 2006;
6. to reclassify an account of euros 39,130.42 from the reserve for exchange gains to the extraordinary reserve (article 2426 no. 8 bis of the Civil Code), the reserve for exchange gains is consequently reduced from euros 52,936.70 to euros 13,806.28
Item 2.
The AGM resolved:
- to entrust the management of the company to a Board of directors comprising 11 directors;
- to give to the Board a mandate of three years, or to the date of the Annual General Meeting called to approve the annual report and financial statements for the year 2008;
- to fix the remuneration of the Board at the annual sum of €115,000.00 to be divided as follows:
- to the Chairman €15,000.00;
- to each of the other directors €10,000.00,
with the option to withdraw sums during the year in more than one instalment.
- to nominate the following as directors of the company: Marina Elvira Berlusconi, Pier Silvio Berlusconi, Pasquale Cannatelli, Maurizio Costa, Bruno Ermolli, Martina Forneron Mondadori, Roberto Poli, Mario Resca, Marco Spadacini, Umberto Veronesi, Carlo Maria Vismara;
- to nominate Marina Elvira Berlusconi as Chairman of the Board of Directors.
Item 3.
The AGM resolved:
- to fix the annual remuneration of the Board of Statutory Auditors, in addition to expense incurred, as follows:
to the Chairman of the Statutory Auditors, €60,000.00
and for each standing auditor, €40.000,00
(Appointed Statutory Auditors for the three years 2006/2007/2008, or to the date of the Annual General Meeting called to approve the annual report and financial statements for the year 2008: Standing auditors - Ferdinando Superti Furga, Achille Frattini, Franco Carlo Papa; substitute auditors: Francesco Antonio Giampaolo, Francesco Vittadini. Ferdinando Superti Furga is appointed Chairman of the Board of Statutory Auditors.)
Item 4.
The AGM of Arnoldo Mondadori Editore S.p.A.,
- given the Board of Directors' report outlining the fundamental characteristics of the plan;
- given the advantages in promoting the loyalty of the participants in the plan in the management of the Group and its valorization, to promote a Stock Option Plan. Participants in the Plan will be identified by the Board of Directors from: managers of the company or its subsidiaries with functions critical for the attainment of the group's strategic objectives; directors of the company and its subsidiaries; journalists of the company and its subsidiaries with the position of editor or co-editor; managers of the holding company who carry out their function in the interest of the company
resolved:
1. to approve the creation of a Stock Option Plan for three years from 2006 for managers of the company or its subsidiaries with functions critical for the attainment of the group's strategic objectives; directors of the company and its subsidiaries; journalists of the company and its subsidiaries with the position of editor or co-editor; managers of the holding company who carry out their function in the interest of the company, as well as to extend, if considered appropriate, to the Board of directors, a similar initiative on shares of subsidiary or associated companies, directly or indirectly held by the company itself.
2. to entrust the Board of Directors with the management of the Stock Option Plan 2006/2008; giving the Board extensive powers to identify the participants, fix performance objectives, allocate options and the full realization of the plan in all its aspects, in respect of the conditions outlined above. The Board will also draw up regulations governing the implementation of the Stock Option Plan.
Item 5.
The AGM of Arnoldo Mondadori Editore S.p.A., given the Board of Directors' report, resolved
1. to authorise, as per Art. 2357 of the Civil Code, the buy back, in one or more operations, at a unit price of not less than the official share price on the day prior to each operation, less 20%, and a maximum of not less than the official share price on the day prior to each operation, plus 10%, of a maximum number of ordinary shares with a nominal value of €0.26 up to the limit - taking account of the existing treasury shares and shares held by subsidiaries - of a tenth of the company's share capital, as per Para, 3, Art. 2357 of the Civil Code.
The duration of the present authorization will last until the approval of the Annual Report and Financial Statements for the year ending 31 December 2006, and, in any case, for a period of not more than 18 months from the date of the present resolution.
2. to entrust the Board of Directors, and on its behalf the chairman and the, chief executive, separately and by proxy, to effect share buy backs at the conditions stated above, and in a manner deemed to be in the interests of the company and in line with current norms and regulations, as per art. 144 bis para. 1, section b) of Consob regulation n°. 11971/1999 on regulated markets and in line with the organisation and management regulations of the markets themselves that forbid the combination of offers to but with predetermined offers to sell.
3. to establish a "closed reserve of company shares", as per art. 2357 ter, final para: of the Civil Code, equal to the value of the treasury stock reported in the balance sheet, drawing the relative sum, in relation to buy backs made, from the "share price reserve" and within the limits of the same and/or to make the necessary accounting adjustments consequent to the buy back of company shares.
4. to authorise the Board of Directors, and on its behalf the chairman and the, chief executive, separately and by proxy, as per the terms and effects of art. 2357 ter of the Civil Code, to make use of, at any time, in whole or in part, in one or more operations, also prior to having reached the limit of buy backs, the shares acquired as a result of this resolution or in the company's portfolio, both through the stock exchange or in blocks, or in part or whole payment for the acquisition of stakes in the context of the company's investment strategy, as well as the exercise of option rights, also conversion rights, relating to financial instruments issued by the company or third parties, attributing to the directors the faculty to determine, from time to time, within the terms of the law and current regulations, the terms, manner and conditions considered most appropriate. The unit price or value, attributed to such shares may not be less than 80% of the market reference price on the day prior to each operation, or, relative to requests, for the exercise of options, also of conversion rights, relating to financial instruments issued by the company or third parties, must correspond to the relative exercise or conversion price. This authorization is given without a time limit.
5. to authorise the Board of Directors, and on its behalf the chairman and the, chief executive, separately and by proxy, as per the terms and effects of art. 2357 ter of the Civil Code, to make use of, at any time, in whole or in part, in one or more operations, also prior to having reached the limit of buy backs, the shares acquired as a result of this resolution or in the company's portfolio, for the exercise of as agreed by the AGM, at a price corresponding to the exercise price for the options as established and in the manner agreed by the relative regulations. This authorization is given without a time limit.