Arnoldo Mondadori Editore — Proxy Solicitation & Information Statement 2026

Mar 20, 2026

INFO DISTRICT 2026

GRUPPO MONDADORI

ARNOLDO MONDADORI EDITORE S.p.A.

Registered office: Milan, Via Gian Battista Vico 42

Share capital € 67,979,168.40 fully paid-up

Milan Monza Brianza Lodi Companies House registration number and tax code No. 07012130584,

VAT 08386600152

NOTICE OF ANNUAL GENERAL MEETING

Shareholders entitled to attend and exercise their voting rights in the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A. (the “Company”) are called, as indicated below, to the Ordinary Shareholders’ Meeting to be held on first call on 21 April 2026 at 11:00 a.m. and, if necessary, on second call on 22 April 2026, at the same time and venue, to discuss and vote on the following

Agenda:

1. Separate financial statements as at and for the year ended 31 December 2025, Directors’ Report on Operations and Reports of the Board of Statutory Auditors and the Independent Auditing Firm of Arnoldo Mondadori Editore S.p.A.
   Resolutions on the approval of the Separate Financial Statements as at and for the year ended 31 December 2025.

2. Resolutions on the appropriation of the profit for the 2025 financial year.

3. Resolutions concerning the proposed dividend distribution.

4. Approval of the first section of the Report on Remuneration Policy and Fees paid pursuant to art. 123-ter, paragraphs 3-bis and 3-ter of Lgs. Decree 58/1998.

5. Resolutions on the second section of the Report on Remuneration Policy and Fees Paid pursuant to art. 123-ter, paragraph 6, of Lgs. Decree 58/1998.

6. Authorisation to buy back and dispose of Company shares pursuant to the combined provisions of arts. 2357 and 2357-ter of the Italian Civil Code.

7. Resolutions, pursuant to art. 114-bis of Lgs. Decree 58/1998, on the adoption of a Performance Share Plan for the 2026-2027-2028 three-year period.

8. Resolutions, pursuant to art. 114-bis of Lgs. Decree 58/1998, on the adoption of a 2026 Short-Term Incentive Plan (MBO).

Attendance at the Shareholders’ Meeting

In accordance with art. 12.3 of the Articles of Association, the Company’s Board of Directors resolved that the intervention and exercise of voting rights at the Shareholders’ Meeting may only take place through the Designated Representative pursuant to art. 135-undecies.1 of Lgs. Decree no. 58 of 24 February 1998 (the “TUF”).

For the procedures for attendance at the Shareholders’ Meeting through the Designated Representative, please refer to the indications set forth below in the specific paragraph (Appointment of the Company’s Designated Representative as proxy).

Additions to the agenda and presentation of new draft resolutions

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Pursuant to art. 126-bis of the TUF, shareholders who, individually or jointly, represent at least 2.5% of the share capital may request in writing, within 10 days of the publication of this notice, additions to the items on the agenda, indicating in their request the additional business for discussion, or propose draft resolutions on items already on the agenda. Requests to add items to the agenda or to propose resolutions may be presented by those shareholders regarding whom Arnoldo Mondadori Editore S.p.A. has received a specific notification certifying the right to attend from an authorised intermediary pursuant to applicable legislation. Requests must be sent in writing, within the aforementioned deadline, by certified electronic mail to the following address: societario@pec.mondadori.it, or by e-mail to the address: segreteria.societaria@mondadori.it, along with a copy of the communication certifying ownership of the shares issued by the intermediaries where the accounts on which the applicants' shares are registered are held. Within the aforementioned deadline and in the same manner, the proposing shareholders are required to provide a report specifying the reason for the proposals submitted in relation to the new business they wish to be discussed, or the reason underlying the additional draft resolutions proposed to items already on the agenda. Additions to the agenda to be discussed at the Shareholders' Meeting or the presentation of additional draft resolutions on items already on the agenda are notified in the manner prescribed for the publication of the notice of call, at least fifteen days prior to the date set for the Shareholders' Meeting on first call. The report is to be sent to the Board of Directors of the Company by the deadline for submission of requests for additions. Concurrently with the publication of the notice of the additions or the presentation of additional draft resolutions on items already on the agenda, the Board of Directors shall make the aforementioned reports submitted by the proposing shareholders, together with any assessments thereof, available to the public, in the manner prescribed for documentation relating to the Shareholders' Meeting. Shareholders are advised that additions are not admitted for items regarding which the Shareholders' Meeting deliberates, as required by law, on proposals of the Board of Directors or on the basis of a project or report drafted by the Board of Directors other than those as per art. 125-ter, paragraph 1, of the TUF.

Presentation of individual draft resolutions on items on the agenda pursuant to art. 135 - undecies .1, paragraph 2, of the TUF

As attendance at the Shareholders' Meeting referred to in this notice of call may only take place through the Designated Representative, pursuant to art. 135-undecies.1, paragraph 2, of the TUF, presentation of individual draft resolutions in the Shareholders' Meeting is not allowed.

In accordance with the aforementioned art. 135-undecies.1, paragraph 2, of the TUF, those who are entitled to exercise their voting rights in the forms envisaged by the applicable regulations, may individually present individual draft resolutions on items on the agenda, by submitting them by 6 April 2026 (together with a copy of an identity document) in hard copy to the Company's registered office in Milan, via Gian Battista Vico 42 - or by certified electronic mail at the address: societario@pec.mondadori.it, or by e-mail to the address: segreteria.societaria@mondadori.it. The draft resolutions must be drawn up in a clear and comprehensive manner, possibly accompanied by a report stating the reasons for the draft resolution and that the notice attesting to the entitlement pursuant to art. 135-undecies.1, paragraph 2, last paragraph of the TUF be received in good time for the purpose of verifying the entitlement to exercise the right. Subject to verification of the relevance of the draft resolutions with respect to the agenda, as well as of their completeness and compliance with applicable regulations, the Company will make available all the draft resolutions received (and any accompanying reports) by 8 April 2026,

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by publishing them on the Company's website at www.gruppomondadori.it (Governance section) and on the authorised storage mechanism "1info" at www.1info.it.

Entitlement to attend the Shareholders' Meeting and to exercise voting rights

Shareholders with voting rights are entitled to attend the Shareholders' Meeting, in the manner prescribed by current laws and regulations and by the Articles of Association, which are published on the Company's website at www.gruppomondadori.it (Governance section). In this respect, pursuant to art. 83-sexies of the TUF and to art. 11 of the Articles of Association, entitlement to attend and to exercise voting rights at the Shareholders' Meeting is certified by a notification made to the Company by the intermediary, based on the intermediary's accounting records, on behalf of the shareholder entitled to vote, as evidenced at the end of the accounting day on the seventh trading day prior to the date set for the Shareholders' Meeting on first call (10 April 2026, the "record date"). Those who are confirmed to be shareholders of the Company only after said date shall not be entitled to attend and to vote at the Shareholders' Meeting. The notification by the intermediary referred to herein must reach the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting on first call (i.e., by 16 April 2026). In the event that notification reaches the Company after this deadline, the shareholder shall be entitled to attend and to vote provided that the notification is received before the beginning of the Shareholders' Meeting on first call.

Representation at the Shareholders' Meeting

Under art. 12.3 of the Articles of Association, attendance at the Shareholders' Meeting of parties with voting rights is allowed exclusively through the Designated Representative of the Company pursuant to art. 135-undecies.1 of the TUF, who is to be appointed as proxy in the manner and on the conditions set out below; the aforementioned Designated Representative may also be appointed as a proxy or sub-proxy pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies, paragraph 4, of the TUF.

Appointment of the Company's Designated Representative as proxy

Without prejudice to the above, the Company has engaged Computershare S.p.A. – with registered office in Via Mascheroni 19, 20145 Milan – to represent the shareholders pursuant to art. 135-undecies of the TUF and the aforementioned art. 12.3 of the Articles of Association (the "Designated Representative"). Shareholders wishing to attend the Shareholders' Meeting are therefore required to appoint the Designated Representative as proxy – with voting instruction – on all or some of the proposed resolutions relating to the items on the agenda using the specific proxy/sub-proxy form drawn up by the Designated Representative in accordance with the Company and available on the Company website at www.gruppomondadori.it (Governance section).

The form with voting instructions must be sent in accordance with the instructions set out on the form of the Company no later than the end of the second trading day before the date set for the Shareholders' Meeting on first or second call (that is, by 17 April 2026 or 20 April 2026, respectively) and the proxy may be revoked within the same term.

The proxy given in this way shall be valid only for those proposals for which voting instructions have been given. The shares for which the proxy has been conferred, even partially, are counted for the purposes of the regular constitution of the Shareholders' Meeting. In relation to proposals for which no voting instructions have been

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given, the shares are not counted for the purposes of calculating the majority and the share of capital required for the approval of the resolutions.

Furthermore, the Designated Representative may also be appointed sub-proxies pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies, paragraph 4 of the TUF with the procedures and within the deadlines indicated in the aforementioned Company website.

The Designated Representative will be available to provide clarifications or information on +39 02-46776815-14 or at the e-mail address ufficiomi@computershare.it.

Participation at Shareholders' Meetings

Pursuant to art. 12.3 of the Articles of Association, the participation of the Designated Representative and of the other parties entitled to attend Shareholders' Meetings shall take place solely by tele- or video-conference in a manner that guarantees their identification.

The instructions for participating in Shareholders' Meetings by audio/telecommunication means will be made known by the Company to the exclusive Designated Representative - Computershare S.p.A. - and to the other parties entitled to participate.

Vote by correspondence or by electronic means

No procedures are envisaged for voting by correspondence or by electronic means.

Share capital and voting rights

Information on the share capital is available on the website www.gruppomondadori.it. At the date of publication of this notice, the share capital stands at € 67,979,168.40 represented by 261,458,340 ordinary shares with par value of € 0.26 each. At the date of publication of this notice, the Company holds 1,460,697 treasury shares representing 0.558% of the share capital, whose voting rights are suspended pursuant to art. 2357-ter, paragraph 2, of the Italian Civil Code.

Any change in the number of treasury shares will be announced when the Shareholders' Meeting is called to order. Each share carries one vote. Pursuant to Article 127-quinquies of the TUF and Article 7.5 of the Articles of Association, two votes are however attributed to each share held by the same shareholder for a continuous period of not less than twenty-four months as from the date of registration in the list ("List") formed specifically for the purpose, and held and updated by the Company, as envisaged by the Articles of Association ("loyalty shares"). The list of significant shareholders with loyalty shares is available on the company's website www.gruppomondadori.it (Governance section).

Right to submit questions on the items on the agenda before the Shareholders' Meeting. Indication of deadline.

Those entitled to vote, legitimised as provided for by the applicable regulations, may submit questions on the items on the agenda before the Shareholders' Meeting by submitting them in hard copy by the record date, i.e., by 10 April 2026, to the registered office of the Company in Milan, Via Gian Battista Vico 42, or by sending them by certified e-mail to: societario@pec.mondadori.it, or by e-mail to: segreteria.societaria@mondadori.it.

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GRUPPO MONDADORI

The Company will provide answers to the questions - received as indicated above and relevant to the items on the agenda - prior to the meeting by posting them on the Company’s website at www.gruppomondadori.it (Governance section) by 13 April 2026.

Pursuant to art. 127-ter, paragraph 1-bis, of the TUF, the notice attesting the entitlement to vote of the person who submitted the questions may also be submitted after the submission of the questions, provided that it is submitted no later than the third day following the record date, i.e., by 13 April 2026.

Publication of Meeting Documents

The Directors’ explanatory reports on each of the items on the agenda (along with the proposed resolutions) and the additional documentation relating to the meeting required by current legislation, including the annual financial report for the 2025 financial year of Arnoldo Mondadori Editore S.p.A., the reports of the Board of Statutory Auditors and the independent auditors, the report on remuneration policy and remuneration paid, the information document pursuant to Article 84-bis of Consob Regulation No. 11971 of 14 May 1999 (the “Issuers’ Regulations”) relating to item 7 and the information document, pursuant to Article 84-bis of the Issuers’ Regulations relating to item 8 of the agenda, will be made available to the public in accordance with the law, at the registered office, through the authorised storage mechanism “Info”, (www.1info.it) as well as by means of publication on the Company’s website www.gruppomondadori.it (governance section).

Shareholders and other parties entitled to attend the Shareholders’ Meeting who intend to obtain a copy of the documentation may apply to the following certified e-mail address: societario@pec.mondadori.it or to the e-mail address: segreteria.societaria@mondadori.it.

This notice is published, pursuant to art. 125-bis, paragraph 2, of the TUF, on 20 March 2026 on the Company website www.gruppomondadori.it (Governance section), and on the 1Info authorised storage mechanism, at www.1info.it.

This notice is also published in the “Il Giornale” daily newspaper on 21 March 2026.

The registered office of the Company is open to enable the public to view and/or obtain the aforementioned documentation on business days from Monday to Friday, from 9:00 am to 5 pm.

Segrate, 20 March 2026

On behalf of the Board of Directors

The Chair

Marina Berlusconi

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