Caltagirone Editore : Minutes of Shareolder's meeting

MINUTES OF THE ORDINARY SHAREHOLDERS' MEETING

ITALIAN REPUBLIC

The year two thousand and twenty-one, on the twenty-sixth day of April in Rome, via Barberini No. 28 at the time of 12.00 PM.

April 26, 2021

On the request of "CALTAGIRONE EDITORE Societa' per azioni", with its registered office at Via Barberini No. 28, Rome (RM), tax number and Rome Company Registration No. 05897851001, Chamber of Commerce No. 935017, share capital of Euro 125,000,000.00, certified email address: caltagironeeditore@legalmail.it (hereafter the "Company"), I, Mr. Michele Misurale, Notary in Rome, with offices at Via Lucina No. 17, registered in the District Notary Roll of Rome, Velletri and Civitavecchia, at the place and time stated above, have assisted in the minutes of the Shareholders' Meeting of the above stated company today called in first call at this time and place.

I declare present Mr. Francesco Gianni, born in Ravenna on February 9, 1951 and domiciled for the purposes of office at the registered office at via Barberini No. 28, Rome, Chairman of the Board of Directors of the Company, whose identity I as Notary am certain of.

Mr. Francesco Gianni acted as chair of the Shareholders' Meeting and noted that:

• the Shareholders' Meeting Call Notice was published on the company website and in the newspaper "Il Messaggero" on March 10, 2021; the Company indicated in the notice that in order to reduce to a minimum the risks associated with the ongoing health emergency it would make use of the option introduced by Article 106 paragraph 2 of Decree-Law No. 18

of March 17, 2020, known as the "Health Care Decree", providing that the Shareholders' Meeting may be attended solely by the designated agent of the Company pursuant to Article 135-novies and 135-undecies of the Consolidated Finance Act. Moreover, given the current COVID-19 epidemiological emergency situation, and in compliance with the fundamental principles of health protection, the Directors, Statutory Auditors, and other qualified parties may participate in the Shareholders' Meeting by means of audio and video conferencing that allow them to be identified, in compliance with the provisions of Article 106, paragraph 2 of the Health Care Decree, as further described below;

• members of the Board of Directors: in addition to the Chairman (physically present), the Directors Azzurra Caltagirone, Albino Majore, Alessandro Caltagirone, Tatiana Caltagirone, Francesco Caltagirone, Mario Delfini, Annamaria Malato, Valeria Ninfadoro, Giacomo Scribani Rossi and

Massimo Confortini attended via video conferencing;

• members of the Board of Statutory Auditors: Matteo Tiezzi, Chairman, Dorina Casadei and Antonio Staffa, Standing Auditors, attended via video conferencing;
• the audio and video conference call connection met all the conditions set out in the Civil Code and in Article 106, paragraph 2 of Decree-Law No. 18 of March 17, 2020, and therefore the participants connected via audio and video conferencing must be considered to all intents and purposes as having been present at the meeting, as declared by all involved and acknowledged by the Chairman;
• Fabrizio Caprara, Executive Officer for Financial Reporting, attended via video conferencing;
• Enrico Caruso of Computershare attended as the Company's designated agent in accordance with current legislation to receive voting proxies from shareholders, and had received the following:
• 14 proxies for 94,655,784 shares, representing 75.724627% of the share capital with voting rights, as stated in the attendance sheet of the Board of Directors, of the Board of Statutory Auditors and that of the shareholders which, signed by the attendees, is attached to the present deed under the letters "A" and "B".
  The Chairman acknowledged that:
• the proxies complied with the legal requirements.

The Chairman also declared that:

• in relation to the matters on the Agenda, the disclosure requirements established by applicable law and regulations had been discharged;
• the Illustrative Report concerning the matters on the Agenda, in addition to the Annual Financial Report, the Reports of the Board of Statutory Auditors and the Independent Audit Firm, the Corporate Governance and Ownership Structure Report, the Remuneration Report and all the documentation laid down in legislation and the company By-Laws were made available to the public at the registered offices and published on the Company website in accordance with law.
  The Chairman therefore proposed, as previously stated, and considering that shareholder participation was to take place exclusively through the designated agent, not to read the documents concerning the Agenda, since this documentation had been made available to the public in accordance with law, and to limit the reading to the Board of Directors proposals.
  The Chairman also declared that:
• there were no shareholding agreements between shareholders relating to the exercise of rights pertaining to shares or the transfer thereof;
• the share capital amounted to Euro 125,000,000, comprising

a corresponding number of shares of par value of Euro 1.00; 106,790,262 shares had voting rights, with the 18,209,738 treasury shares equal to 14.568% of the share capital excluded from voting rights;

• shareholders numbered 23,311 according to the latest Register;
• the shareholders with holdings of greater than 3% were:

1. Francesco Gaetano CALTAGIRONE with an indirect holding through the subsidiaries "GAMMA S.R.L.", "FGC S.p.A." and "PARTED 1982 S.r.l.", for a total of 75,955,300 shares, equal to 60.76% of the share capital;
   - the shares were filed in accordance with the By-Laws and the applicable legal provisions;
   - a request for the presentation of new matters on the Agenda or additional proposals on matters already on the Agenda had not been received by shareholders representing at least 2.5% of the share capital with voting rights, in accordance with the applicable regulation;
   - prior to the Shareholders' Meeting, questions had been submitted by shareholder Moreno Giacomelli, holder of 660,000 shares.
   In order to expedite the proceedings of the Shareholders' Meetings, the Chairman highlighted that the Company had provided the answers by publishing them in the "Shareholders' Meeting" section of the Company's website within the time limits required by law, and that questions and answers were attached to the minutes of the Shareholders' Meeting under letter "C";
   - the following press representatives were present via conference call:
   for Mf Dow Jones: Eva Palumbo;
   for Il Sole 24 Ore Radiocor: Gerardo Graziola;
   for Il Messaggero: Roberta Amoruso;
   the independent audit firm PricewaterhouseCoopers S.p.A. was represented by:
   Corrado Testori and Francesco Candelise;
   - details of attendees of the Shareholders' Meeting are collected and handled by the Company exclusively for the execution of the obligatory Shareholders' Meeting and corporate requirements.
   Both the separate and consolidated financial statements, with the related reports of the Directors and Board of Statutory Auditors, together with the reports of the independent audit firm "PriceWaterhouseCoopers S.p.A." are attached to the present minutes under the letters "D-E-F-G- H-I" respectively.
   The Chairman therefore declared the present Shareholders'
   Meeting properly constituted and valid to resolve upon the matters on the Agenda, which were read out:
   1. Presentation of the Separate and Consolidated Financial

Statements for the year ended December 31st 2020, together with the Directors' Report, Board of Statutory Auditors' Report and the Independent Auditors' Report; resolutions thereon;

1. Appointment of the Board of Directors for the three-year period 2021, 2022 and 2023, determination of the number of Board members and their remuneration;
2. Appointment of the Board of Statutory Auditors for the three-year period 2021, 2022 and 2023 and determination of emoluments;
3. Remuneration Policy and Report; resolutions thereon.

In relation to the first point on the Agenda concerning the presentation of the separate and consolidated financial statements, the Chairman read the Board of Directors' proposals:

"Dear Shareholders,

we propose to you the approval of the Financial Statements at December 31, 2020, consisting of the Balance Sheet, Income Statement, Comprehensive Income Statement, Statement of Changes in Shareholders' Equity and the Cash Flow Statement, as well as the corresponding attachments and the Directors' Report.

The Board of Directors proposes to carry forward the loss of Caltagirone Editore SpA of Euro 20,538,992."

The Chairman asked the designated agent to communicate when appropriate the voting instructions received from shareholders and to deliver to him the details of all the votes for each individual shareholder.

The Chairman then put the Board of Directors' various proposals to a vote separately:

1. Approval of the 2020 Financial Statements, accompanied by the relative reports.
   The designated agent communicated and delivered to him the voting instructions received (Attachment 1a).
   The Shareholders' Meeting, in the absence of votes against and abstentions, voted unanimously to approve this proposal, with 94,655,784 shares.
2. Carrying forward of the loss for the year of Caltagirone Editore S.p.A. of Euro 20,538,992.00.
   The designated agent communicated and delivered to him the voting instructions received (Attachment 1b).
   The Shareholders' Meeting, in the absence of votes against and abstentions, voted unanimously to approve this proposal, with 94,655,784 shares.
   In relation to the second point on the Agenda:
   "Appointment of the Board of Directors for the three-year period 2021, 2022 and 2023, determination of the number of
   Board members and their remuneration."
   The Chairman reminded the meeting that upon the approval of the 2020 financial statements the three-year mandate of the

current Board of Directors had concluded, and that therefore this Shareholders' Meeting was called to make a new appointment for the three-year period 2021, 2022 and 2023, lasting until the Shareholders' Meeting to be called to approve the 2023 financial statements, establishing the number of members in accordance with the By-Laws of between 3 and 15 members, as well as their remuneration.

The nomination proposals for the position of Director were based on slates presented by Shareholders possessing such a right and representing at least 2% of the Share Capital and filed at the registered office within twenty-five days before the Shareholders' Meeting in first call, as established by the applicable regulation and the By-Laws.

The Chairman also noted that the composition of the Board of Directors had to comply with gender equality as laid down by the By-Laws and the applicable laws and regulations.

In this regard, a single slate of 11 candidates was received by the Company, presented by the shareholder Parted 1982 Srl, holder of 44,454,550 shares, corresponding to 35.564% of the share capital, including the following persons:

Alessandro Caltagirone, Azzurra Caltagirone, Francesco Caltagirone, Tatiana Caltagirone, Federica Barbaro, Massimo Confortini, Mario Delfini, Francesco Gianni, Albino Majore, Annamaria Malato and Valeria Ninfadoro.

The Chairman remarked that on the basis of the declarations received, the candidates Federica Barbaro, Massimo Confortini, Francesco Gianni, Annamaria Malato and Valeria Ninfadoro met the independence requirements established by applicable legislation.

To proceed therefore with the motions concerning point 2 on the Agenda, the Chairman stated it would be necessary to carry out voting on:

1. establishment of the number of Directors;
2. determination of the corresponding remuneration;
3. appointment of the members of the Board of Directors.

The Chairman reported that, as mentioned in the notice convening the meeting, the Company had received a proposal only from the shareholder Parted 1982 Srl, which had proposed that the number of Directors should be 11 and each Director be allocated a fee of Euro 1,000.00 for each attendance at Board meetings. The Chairman put to a separate vote the proposal received from the Shareholder Parted 1982 Srl:

a) to set the number of Directors at 11;

The designated agent communicated and delivered to the Chairman the voting instructions received (Attachment 2a). The Shareholders' Meeting, in the absence of votes against and abstentions, voted unanimously to approve this proposal, with 94,655,784 shares.

The Chairman put to a vote the following proposal received