ARNOLDO MONDADORI EDITORE SPA

Arnoldo Mondadori Editore S.p.A. is controlled in law by Finanziaria d’Investimento Fininvest S.p.A. (“Fininvest”), registered at Largo del Nazareno 8, Rome, with codice fiscale and Rome Registro Imprese number 03202170589 and LEI 8156009D1354C08B6354. GLEIF records Fininvest as both the direct and the ultimate parent of Mondadori, and holds no parent record above Fininvest.

The company’s own disclosure of significant holdings, updated to 8 June 2026 on the basis of notifications received under art. 120 TUF, shows:

• Fininvest S.p.A. — 139,355,950 ordinary shares, 53.30% of the share capital and 69.53% of the voting rights;
• treasury shares — 606,884, 0.23% of capital, voting rights suspended under art. 2357-ter of the Civil Code;
• free float — 121,495,506 shares, 46.47% of the capital but only 30.47% of the voting rights.

No other holder is reported above the 5% threshold at which the company publishes holdings. Fininvest’s holding was last notified under art. 120 TUF on 18 July 2023, a voluntary notification made after the death of Silvio Berlusconi on 12 June 2023, and supplemented on 15 September 2023 to record acceptance of the estate on 11 September 2023 and to confirm that no person holds sole indirect control of Fininvest.

Why capital and votes differ: loyalty shares

The extraordinary shareholders’ meeting of 27 April 2017 amended art. 7 of the by-laws to introduce increased voting rights under art. 127-quinquies TUF: two votes for each share held continuously for at least 24 months by a shareholder entered in the special register kept by the company. Mondadori has no multiple-voting shares and no other class of share. Fininvest registered its holding in two tranches — 105,065,514 shares on 17 May 2017 and 34,290,436 shares on 18 May 2017 — and both have matured, as set out in the company’s disclosure of 26 September 2023 under art. 143-quater(5) of Consob Regulation 11971/1999. Fininvest’s 139,355,950 shares therefore carry 278,711,900 votes. The 2025 corporate governance report records total voting rights of 400,817,490 at 5 December 2025 and 139,359,650 shares on the special register, being 53.30% of capital and 69.538% of the voting capital — marginally more than Fininvest alone, so a small residue of loyalty shares is held by others. Any percentage quoted for this issuer must say whether it is of capital or of votes.

Ultimate beneficial ownership

The beneficial ownership question is not about Mondadori but about Fininvest. The essential information filed under art. 122 TUF and art. 130 of the Consob Issuers’ Regulation, published on 16 January 2025 and deposited the same day with the Rome and Milan business registers, sets out the position after the death of Silvio Berlusconi on 12 June 2023 and the acceptance of his estate on 11 September 2023:

• Fininvest’s share capital is €208,000,000, divided into 208,000,000 shares of no par value. Four companies — Holding Italiana Prima S.p.A. (17.15%), Holding Italiana Seconda S.p.A. (15.75%), Holding Italiana Terza S.p.A. (7.83%) and Holding Italiana Ottava S.p.A. (20.48%) — together hold 127,321,987 shares, about 61.21%. Holding Italiana Quarta S.p.A. and Holding Italiana Quinta S.p.A. hold 15,916,160 shares each, about 7.65% apiece. Fininvest itself holds 4,294,342 treasury shares, about 2.06%. The balance is held by Holding Italiana Quattordicesima S.p.A., whose percentage the filing does not state; by arithmetic it is the residual of roughly 21.4%.
• The four “Holding Fininvest” companies are held in undivided co-ownership by the five heirs of Silvio Berlusconi in unequal shares: Marina Elvira Berlusconi 29.099%, Pier Silvio Berlusconi 29.099%, Barbara Berlusconi 13.934%, Eleonora Berlusconi 13.934% and Luigi Berlusconi 13.934%. Holding Italiana Quarta is wholly owned by Marina Elvira Berlusconi and Holding Italiana Quinta by Pier Silvio Berlusconi, each of whom is a director of her or his own company.
• The filing states expressly that none of the five heirs, none of the Holding Italiana companies and no other person holds sole control of Fininvest for the purposes of art. 2359 of the Civil Code and art. 93 TUF, and that no direction and coordination is exercised over Fininvest.
• Marina Elvira Berlusconi and Pier Silvio Berlusconi signed a shareholders’ agreement on 13 January 2025, replacing one of 11 September 2023, for the express purpose of exercising joint dominant influence over Fininvest. It covers 159,154,307 Fininvest shares, about 76.52% of capital and votes; it binds them to consult before every Fininvest shareholders’ meeting and imposes a fallback voting rule if they disagree; it provides that the boards of all four Holding Fininvest companies consist of the two of them plus Giuseppe Spinelli; and it runs for three years from signature, to 13 January 2028, with no right of withdrawal before then.

On that record, the ultimate beneficial owners of Arnoldo Mondadori Editore S.p.A., identified on the control criterion, are Marina Elvira Berlusconi and Pier Silvio Berlusconi, acting jointly. No natural person qualifies on a sole-control test, and the filing says so in terms. On economic interest alone, and using percentages derived arithmetically from the filing rather than stated in it, each of them holds about 25.5% of Fininvest — 7.65% through a wholly owned company plus about 17.8% through the undivided estate — and so about 13.6% of Mondadori’s capital; Barbara, Eleonora and Luigi Berlusconi hold about 8.5% of Fininvest and about 4.5% of Mondadori each. No natural person reaches 25% of Mondadori by ownership. Nationality is not recorded in any of the filings read for this page and is not stated here.

Consistently with this, Marina Berlusconi chairs the Mondadori board and Pier Silvio Berlusconi sits on it as a non-executive director.

Direction and coordination

Mondadori’s corporate governance report for the 2025 financial year, approved by the board on 19 March 2026, states at section 2(J) that Fininvest, although it holds a controlling interest for the purposes of art. 2359 of the Civil Code, does not exercise direction and coordination over Arnoldo Mondadori Editore under arts. 2497 ff. of the Civil Code, confining itself to the financial management of its holding. Mondadori itself exercises direction and coordination over its own subsidiaries. On the company’s own account, then, there is no art. 2497 liability chain running from Fininvest down into Mondadori.

Data availability

The provider record stored against this page (gd_shareholders) decodes cleanly but is wrong, and should not be relied on. It claims 10 results and stores 5, so it is one truncated page of a larger set. The five stored rows are index funds — DFA International Core Equity Portfolio (13.88%), DFA Continental Small Company Series (17.76%), Vanguard European Stock Index (4.50%), FTSE All World ex-U.S. Small Cap Index (5.89%) and Schwab International Small Cap Equity ETF (3.91%) — whose percentages sum to 45.95%. That is impossible on a company in which Fininvest holds 53.30% of the capital.

The share counts are the usable part. The five funds hold 2,814,933 shares between them, which is 1.08% of the 261,458,340 shares in issue, not 45.95%: individually 0.33%, 0.42%, 0.11%, 0.14% and 0.09%. Each stored percentage equals that row’s share count divided by roughly 6.13 million shares — the provider’s own truncated sample, about 2.3% of the capital — rather than by the share capital. None of the five is near a level that would have to be notified under art. 120 TUF or appear in the company’s own table. The rows also carry inconsistent pricing within a single snapshot (€2.14 a share on four rows, €1.84 on the fifth) and are dated 2 August 2026. Because the set is truncated, the five omitted rows cannot be checked at all, so no percentage in this field is reliable in either direction. Nothing in it has been altered; the figures above come from the company’s own art. 120, art. 122 and art. 143-quater disclosures.

The board of directors and the board of statutory auditors were both appointed by the ordinary shareholders’ meeting of 24 April 2024 for three financial years, and remain in office until the meeting called to approve the accounts for the year ending 31 December 2026. Directors are elected by slate voting (voto di lista) under art. 17 of the by-laws, from slates of no more than fifteen candidates; the holding required to file a slate is set by Consob and stands at 2.5% of the share capital (Consob determination no. 155 of 27 January 2026, the same threshold that applied in April 2024). Two slates were filed in 2024: one by Fininvest S.p.A., holding 53.299% of the capital, which took 79.39% of the voting capital, and one by a grouping of asset managers and institutional investors holding 15,660,100 shares, 5.989% of the capital, which took 20.60%. One director, Pietro Bracco, was drawn from the minority slate; the other eleven from the Fininvest slate.

Board of directors

Twelve members: three classified as executive, nine as non-executive, and five of the nine as independent under both the Corporate Governance Code and art. 147-ter TUF. All have been in office in this term since 24 April 2024; the date in brackets is the date of first appointment to this board. The board met six times in 2025.

• Marina Berlusconi — Chair; executive (first appointed 30 May 1994). The governance report classifies the chair as executive because, although she holds no individual management powers, she takes part with the chief executive in framing the strategies put to the board.
• Antonio Porro — Chief Executive Officer and General Manager; executive; the director responsible for the internal control and risk management system (first appointed 27 April 2021).
• Alessandro Franzosi — executive; Group Chief Financial Officer, and the manager responsible for financial and sustainability reporting under art. 154-bis TUF and art. 24 of the by-laws (first appointed 17 May 2020).
• Pier Silvio Berlusconi — non-executive (first appointed 30 May 1994).
• Elena Biffi — non-executive, independent; chair of the Remuneration and Nominations Committee (first appointed 24 April 2018).
• Pietro Bracco — non-executive, independent; elected from the minority slate (first appointed 24 April 2024).
• Francesco Currò — non-executive (first appointed 24 April 2018).
• Paola Elisabetta Galbiati — non-executive, independent; Lead Independent Director and chair of the Control, Risk and Sustainability Committee (first appointed 27 April 2021).
• Danilo Pellegrino — non-executive (first appointed 28 February 2013).
• Riccardo Perotta — non-executive, independent; chair of the Related Parties Committee (first appointed 24 April 2024).
• Cristina Rossello — non-executive (first appointed 19 April 2012).
• Marina Rubini — non-executive, independent (first appointed 24 April 2024).

The board committees, all appointed on 24 April 2024 for the same three-year term, are the Remuneration and Nominations Committee (Biffi as chair, with Galbiati and Rossello), the Control, Risk and Sustainability Committee (Galbiati as chair, with Rossello and Bracco) and the Related Parties Committee (Perotta as chair, with Biffi and Rubini).

Board of statutory auditors (collegio sindacale)

Three standing and three alternate auditors, all in office until the meeting approving the accounts to 31 December 2026. The minority threshold for filing a slate under art. 148 TUF is likewise 2.5%, and the chair is drawn from the minority slate. The board met twelve times in 2025.

• Sara Fornasiero — Chair, standing auditor; minority slate (first appointed 24 April 2018; in office in this term since 24 April 2024).
• Francesca Meneghel — standing auditor; majority slate (first appointed 24 April 2024).
• Emilio Gatto — standing auditor; majority slate (first appointed 27 April 2021; took up this seat on 21 December 2024 in place of Ezio Simonelli, who resigned).
• Annalisa Firmani — alternate auditor; majority slate (first appointed 23 April 2015).
• Mario Civetta — alternate auditor; minority slate (first appointed 24 April 2018).
• Giancarlo Povoleri — alternate auditor; majority slate (appointed 16 April 2025).

The statutory audit is carried out by EY S.p.A., appointed by the shareholders’ meeting of 17 April 2019 for the nine financial years 2019–2027.

Senior management

As listed by the company: Antonio Porro (Chief Executive Officer and General Manager of the Mondadori Group), Alessandro Franzosi (Group Chief Financial Officer), Enrico Selva Coddè (Vice Chairman and Chief Executive of Mondadori Libri S.p.A.), Carlo Mandelli (Chief Executive of Mondadori Media S.p.A. and Group Strategic Development Director), Carmine Perna (Chief Executive of Mondadori Retail S.p.A.), Gian Luca Pulvirenti (Executive Chairman of Mondadori Education S.p.A.), Andrea Santagata (Chief Executive of Mondadori Digital S.p.A. and Group Chief Innovation Officer), Marco Sciuccati (Human Resources and Organisation Director), Francesca Rigolio (Chief Sustainability Officer) and Federico Angrisano (Communications and Media Relations Director).

Data availability

The stored provider record (gd_officers) decodes cleanly but claims 11 results and stores 5, so it is truncated. More to the point, it is not a record of the board: it is a partial and partly stale list of managers. It contains only two of the twelve directors, Antonio Porro and Alessandro Franzosi, and omits the chair, every non-executive and independent director and the entire collegio sindacale. It carries no appointment or resignation date for anyone and no term expiry, although both boards have a fixed three-year term on the public record. Two rows are out of date: it gives Daniele Sacco as Group HR and Organisation Director, a role the company now lists against Marco Sciuccati, and it gives Andrea Santagata as Chief Technology and Innovation Officer rather than his current roles. One row has its name split wrongly, storing “Antonio” as the forename and “Stefano Porro” as the surname of the chief executive. Some rows carry partial date-of-birth fields, which are not published here. Nothing in the field has been altered.

What sits above the company

The immediate and ultimate parent is Finanziaria d’Investimento Fininvest S.p.A. (Largo del Nazareno 8, Rome; codice fiscale and Rome Registro Imprese number 03202170589; LEI 8156009D1354C08B6354), which holds 53.299% of Mondadori’s capital and 69.536% of its voting rights. GLEIF records Fininvest as Mondadori’s direct parent and as its ultimate parent, and holds no parent record above Fininvest. Above Fininvest sit seven Holding Italiana companies and, above four of those, the undivided estate of Silvio Berlusconi; that layer is set out in the ownership section. Fininvest’s own published group structure names MFE-MediaForEurope, the Mondadori group, Banca Mediolanum and Teatro Manzoni as its principal holdings.

What sits below the company

Mondadori states in its Art. 123-bis report that, as group parent, it exercises direction and coordination over its subsidiaries under arts. 2497 ff. of the Civil Code. The consolidated financial statements at 31 December 2025 list, alongside the parent, 29 subsidiaries consolidated line by line — 25 Italian and four foreign. The Italian companies are Abscondita, AdKaora, A.L.I. – Agenzia Libraria International, De Agostini Libri, Direct Channel, D Scuola, Edizioni Star Comics, Electa, Fatto in casa da Benedetta, Giulio Einaudi editore, Grafiche Bovini, Il Castello, Lyr, MA Retail, Mondadori Digital, Mondadori Education, Mondadori Libri, Mondadori Media, Mondadori Plai, Mondadori Retail, Power, Rizzoli Education, SE Studio Editoriale, Star Shop Distribuzione and Zenzero; the foreign ones are Rizzoli International Publications Inc. and Rizzoli International Bookstore Inc. (New York), Chelsea Green Publishing Company (United States) and Adkaora S.L. (Madrid). A further eight companies are carried at equity — AD cube, ALS Publishing, Bookrepublic Webnovels, Edizioni EL, Gruppo Attica Publications, Meaningfool, Mondadori Seec Advertising and Press-Di — and eighteen minority holdings at fair value, among them Società Editrice Il Mulino and a group of small artificial-intelligence ventures. Four companies left the perimeter by merger with effect from 1 January 2025: Mondadori Scienza, Hej! and Webboh into Mondadori Media, and Mondadori Scuola into Mondadori Education.

Data availability

The stored tree (gd_groups) decodes cleanly and holds 39 nodes over five levels, rooted on Fininvest, with Mondadori one level below the root and 29 entities beneath Mondadori. Its overall shape is broadly right, and 26 of the 29 entities it places under Mondadori are in fact consolidated line by line at 31 December 2025. It should nonetheless not be used as a consolidation scope or as a control chain, for these reasons.

• The identifiers are VAT numbers, not register numbers. Mondadori appears as “IT IT08386600152”, which is its partita IVA; its Registro Imprese Milano–Monza Brianza–Lodi and codice fiscale number is 07012130584. Fininvest appears as “IT IT04942331002”; its Rome Registro Imprese and codice fiscale number is 03202170589. Neither stored string is a register number, and the doubled country prefix is itself malformed.
• The Fininvest branch is a fragment. It lists eight entities alongside Mondadori — Trefinance S.A., Fininvest Real Estate & Services with four property and air-service companies, ISIM and Il Teatro Manzoni — and omits MFE-MediaForEurope and Banca Mediolanum, which Fininvest’s own structure page names among its principal holdings.
• The tree stops exactly where the beneficial-ownership question begins. It shows Fininvest as the root with nothing above it. The Holding Italiana companies and the undivided estate that actually determine control of Fininvest appear at no level.
• It carries no percentage on any edge, so it cannot distinguish a wholly owned subsidiary from a 51% one or from an associate, and it cannot show the 53.30%/69.54% split that matters most here.
• It mixes accounting treatments. Bookrepublic Webnovels S.r.l. in liquidazione appears as a subsidiary under Mondadori Libri; the consolidated accounts carry it at equity, not line by line.
• It runs ahead of the 2025 accounts in places and behind them in others. It includes Edilportale.com and Hoepli Education, consolidated only from 1 January 2026 and 1 May 2026 respectively, while omitting Chelsea Green Publishing Company, De Agostini Libri and Power S.r.l., all fully consolidated at 31 December 2025.
• Two names are wrong. MA Retail is an S.p.A., not an S.r.l., and the New York bookshop company is Rizzoli International Bookstore Inc., not “Rizzoli Bookstores, Inc.”.

Nothing in the field has been altered.