AGM

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2015, and reviewed the 2015 consolidated financial statements, which show a Group net profit of 6.4 million euro, net of the result from discontinued operations; consolidated net profit from continuing operations, net of minority interests, almost tripled versus 31 December 2014, and came to 15.1 million euro versus 5.3 million euro in 2014.

The Shareholders’ Meeting also resolved to fully cover the Parent Company’s loss for the year of 31,981,679.37 euro by using a corresponding amount of reserves, in accordance with the proposal made by the Board of Directors.

In his report, CEO Ernesto Mauri also presented the key figures on Group performance in 2015, as disclosed to the market last 17 March.

Moreover, the Shareholders’ Meeting resolved on the following items on the agenda:

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 23 April 2015, the Shareholders’ Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Shareholders’ Meeting also authorized to sell the treasury shares acquired by the Company in compliance with art. 2357-ter of the Italian Civil Code.

Over the period of the authorization approaching expiry, the Company did not purchase treasury shares either directly or indirectly through its subsidiaries.

Here below is the information provided on the purchase plan authorized by the Shareholders’ Meeting, also with reference to the provisions of art. 144-bis of Consob Regulation no. 11971/1999:

1. 1. Motivations

– to use the treasury shares purchased as compensation for the acquisition of interests within the framework of the Company’s investments;
– to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
– to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
– to sell treasury shares against the exercise of option rights for the relevant purchase granted to the beneficiaries of the Stock Option Plans established by the Shareholders’ Meeting.

1. 2. Maximum number of purchasable treasury shares

The authorization refers to the purchase of a maximum number of ordinary shares with a nominal value of euro 0.26 each up to a cap of 10% of the Company’s share capital. Considering that, as indicated above, the Company does not own, to date, treasury shares either directly or indirectly, the new authorization, therefore, grants the Board of Directors the power to purchase up to maximum no. 26,145,834 shares equal to 10% of the share capital.

1. 3. Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases shall be made on the regulated markets pursuant to art. 132 of Legislative Decree n. 58/1998 and art. 144 bis, par. 1, letter B of Consob Regulation no. 11971/99 according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct matching of buy orders against predetermined sell orders, and also in compliance with any additional applicable regulations.

The minimum and maximum purchase price would be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. at a unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.

In terms of daily prices and volumes the purchase transactions would be completed in compliance with the conditions established in EC Regulation no. 2273/2003. Specifically:

– the Company shall not purchase treasury shares at a price higher than the higher between the price of the latest single transaction and that of the highest single bid traded in the market;
– in terms of daily purchase volumes, the Company shall not purchase a quantity of shares higher than 25% of the daily average volume of Mondadori Editore S.p.A. shares traded in the regulated market in the 20 trading days preceding the dates of purchase.

Any completed transaction shall be subject to disclosure pursuant to the terms and criteria set out in art. 87-bis of Consob Regulation no. 11971/1999.

1. 4. Duration

Until the Shareholders’ Meeting called to approve the financial statements at 31 December 2016 and, in any case, for a period not exceeding 18 months from the effective date of the resolution made by the Shareholders’ Meeting.

REMUNERATION REPORT
The Shareholders’ Meeting also approved Section One of the Remuneration Report on the policy adopted for 2016 regarding remuneration to directors and executive managers with strategic responsibilities.

The minutes of the Shareholders’ Meeting shall be made available according to the criteria and terms established by law.

Arnoldo Mondadori Editore S.p.A. hereby informs that the following documents are available from today at the Company’s registered office, at the authorized storage mechanism 1Info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

• the 2015 Annual Report, which includes the draft financial statements, the consolidated financial statements for the year ended 31 December 2015, the Directors’ Report on Operations and the certifications pursuant to art. 154 bis, par. 5 of Legislative Decree no. 58/1998;
• the Independent Auditors’ reports;
• the Statutory Auditors’ report;
• the remuneration report pursuant to art. 123-ter of Legislative Decree no. 58/1998;
• the report on corporate governance and ownership structure for the year 2015.

Arnoldo Mondadori Editore S.p.A. hereby announces that the notice calling the AGM to be held on 21 April 2016 (22 April in second call) and the Directors’ report on the authorization for the purchase and sale of treasury shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Civil Code, are available at the Company’s registered office, as well as at the authorized storage facility 1info (www.1info.it) and on www.mondadorigroup.com (in the Governance section).

The notice calling the AGM has also been published today in the newspaper specified in the notice.

Further documentation concerning the AGM will be made available in the manner described above, within the period provided for by current legislation.

The Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., held on today’s date and chaired by Marina Berlusconi, examined the 2014 consolidated financial statements, showing a positive net result of euro 0.6 million and approved the financial statements of Arnoldo Mondadori Editore S.p.A. at 31 December 2014. The Shareholders’ Meeting also resolved to entirely cover the year’s loss of the parent company – equal to euro 12,888,013.64 – through the utilization of reserves for an equal amount in accordance with the proposal made by the Board of Directors.

In his report, the CEO Ernesto Mauri illustrated the Group’s key highlights in 2014, as already communicated last 12 March 2015.

Moreover, the Shareholders’ Meeting resolved on the following items on the agenda:

APPOINTMENT OF THE BOARD OF DIRECTORS

The Shareholders’ Meeting appointed a new Board of Directors composed of the following members: Marina Berlusconi (Chairman), Ernesto Mauri, Pier Silvio Berlusconi, Oddone Maria Pozzi, Pasquale Cannatelli, Bruno Ermolli, Roberto Poli, Danilo Pellegrino, Alfredo Messina, Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi, Mario Resca and Cristina Rossello.

The Board of Directors’ composition complies with the provisions set out in Article 147-ter, par. 1- ter of Italian Legislative Decree No. 58/1998 in the matter of gender balance.

The curricula of the Board of Directors’ members are made available in the Company’s web site at www.gruppomondadori.it (Governance section).

The entire Board of Directors was appointed based on the only slate presented for the scheduled Shareholders’ Meeting, filed by the majority shareholder Fininvest S.p.A., and will remain in office for three financial years, until the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2017.

The directors Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi and Cristina Rossello meet the requirements for independent directors set out in Article 148, par. 3, of Italian Legislative Decree No. 58/1998. It should be noted that the Board of Directors met after the Shareholders’ Meeting and verified that the aforementioned directors comply with the requirements for independent directors in accordance with the Governance Code of listed companies promoted by Borsa Italiana S.p.A. (“Governance Code”).

The Board of Directors confirmed Ernesto Mauri as CEO, vesting him with the relevant powers of management.

The Board of Directors also appointed the members of the following committees in compliance with the principles established by the Governance Code adopted:

• Control and Risk Committee: Angelo Renoldi (Chairman), Marco Spadacini and Cristina Rossello;
• Remuneration and Appointments Committee: Marco Spadacini (Chairman), Bruno Ermolli and Cristina Rossello;
• Committee for Related Party Transactions: Angelo Renoldi (Chairman), Cristina Rossello and Marco Spadacini.

Moreover, Oddone Maria Pozzi was confirmed Executive Manager responsible for the drafting of the corporate accounting documentation.

APPOINTMENT OF THE BOARD OF AUDITORS AND OF THE CHIEF STATUTORY AUDITOR

The Shareholders’ Meeting appointed a new Board of Auditors, composed of the following members: Ferdinando Superti Furga (Chief Statutory Auditor), Francesco Antonio Giampaolo e Flavia Daunia Minutillo (Standing Statutory Auditors); Francesco Vittadini, Annalisa Firmani ed Ezio Maria Simonelli (Substitute Statutory Auditors).

The Board of Auditors’ composition complies with the provisions set out in Article 148, par. 1- bis of Italian Legislative Decree No. 58/1998 in the matter of gender balance.

The curricula of the Board of Auditors’ members are made available in the Company’s web site at www.gruppomondadori.it (Governance section).

The entire Board of Auditors was appointed based on the only slate presented for the scheduled Shareholders’ Meeting, filed by the majority shareholder Fininvest S.p.A., and will remain in office for three financial years, until the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2017.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES

Given the approaching expiry of the previous authorization resolved on 30 April 2014, the Shareholders’ Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Shareholders’ Meeting also authorized to sell the Treasury Shares acquired by the Company in compliance with Article 2357-ter of the Italian Civil Code.

During the period covered by the aforementioned authorization approaching its expiry, the Company did not buy treasury shares either directly or indirectly through subsidiaries. The Company sold the treasury shares in its portfolio through a private placement that was completed on 18 June 2014. Therefore, at the date of the Shareholders’ Meeting, the Company does not own any treasury shares either directly or indirectly through its subsidiaries.

Here below is the information provided relating to the purchase plan authorized by the Shareholders’ Meeting also with reference to the provisions of Article 144-bis of Consob Regulation No. 11971/1999:

1. Motivations

• to use the treasury shares purchased as compensation for the acquisition of interests within the framework of the Company’s investments;
• to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
• to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to sell treasury shares against the exercise of option rights for the relevant purchase granted to the beneficiaries of the Stock Option Plans established by the Shareholders’ Meeting.

2. Maximum number of purchasable Treasury Shares
The authorization refers to the purchase of a maximum number of ordinary shares with a nominal value of euro 0.26 each up to a cap of 10% of the Company’s share capital. Considering that, as above indicated, the Company does not own to date, either directly or indirectly, treasury shares, the new authorization attributes therefore to the Board of Directors the power to purchase up to maximum No. 26,145,834 shares equal to 10% of the share capital.

3. Criteria for purchasing Treasury Shares and indication of the minimum and maximum purchasing cap
Purchases shall be made on the regulated markets pursuant to Article 132 of Italian Legislative Decree n. 58/1998 and Article 144 bis, par. 1, letter B of Consob Regulation n. 11971/1999 according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals and also in compliance with any additional applicable regulations.

The minimum and maximum purchase price is determined under the same conditions established by the preceding Shareholders’ Meeting authorisations and, therefore, at a unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.

In terms of daily prices and volumes the purchase transactions will be completed in compliance with the conditions established in Article 5 of EC Regulation n. 2273/2003, and, specifically:

• the Company shall not purchase treasury shares at a price higher than the higher between the price of the latest single transaction and that of the highest single bid traded in the regulated market in which such purchase takes place;
• in terms of daily purchase volumes, the Arnoldo Company shall not purchase a quantity of shares higher than 25% of the daily average volume of Mondadori Editore S.p.A. shares traded in the regulated market in the 20 trading days preceding the dates of purchase.

Any completed transaction shall be subject to disclosure pursuant to the terms and criteria set out in Article 87-bis of Consob Regulation No. 11971/1999.

4. Duration
The authorization to purchase treasury shares shall last until the approval of the financial statements at 31 December 2015 and in any case for a period not exceeding 18 months from the effective date of the resolution made by the Shareholders’ Meeting.

REMUNERATION REPORT

The Shareholders’ Meeting also provided its favourable opinion on the first Section of the Remuneration Report regarding the policy adopted for the 2015 financial year in the matter of remuneration to directors and executive managers with strategic responsibilities.

The minutes of the Shareholders’ Meeting shall be made available according to the criteria and terms established by law.

Arnoldo Mondadori Editore S.p.A. informs that as of today’s date at the Company’s legal offices, at the authorized storage device 1info (www.1info.it) and on the Company’s website at www.gruppomondadori.it (Governance section) the following documents are made available:

– The 2014 annual report, including the Parent Company’s financial statements, the Group’s consolidated financial statements at 31 December 2014, the Directors’ Report on Operations and the Statements pursuant to article 154 bis, par. 5, of Italian Legislative Decree No. 58/1998;

– The reports from the Independent Auditors;

– The Board of Auditors’ report;

– The 2014 report on corporate governance and ownership structure;

– The remuneration report pursuant to article 123-ter of Italian Legislative Decree No 58/1998.

Arnoldo Mondadori Editore S.p.A. informs that the slates for the appointments to the Company’s Board of Directors and Board of Auditors, filed by Fininvest S.p.A. holding 50.399% of the Company’s share capital, along with the relevant documents required pursuant to Consob Resolution No. 11971/1999 and the Company’s By-Laws, are made available at the Company’s legal offices, on the authorized storage device 1Info (www.1info.it) and on the Company’s website www.gruppomondadori.it (Governance section).

Here below are the candidates indicated in the slates:

Candidates to the office of Director:

1. Marina Berlusconi
2. Ernesto Riccardo Mauri
3. Pier Silvio Berlusconi
4. Oddone Pozzi
5. Pasquale Cannatelli
6. Bruno Ermolli
7. Roberto Poli
8. Danilo Pellegrino
9. Alfredo Messina
10. Martina Forneron Mondadori (*)
11. Marco Spadacini (*)
12. Angelo Renoldi (*)
13. Mario Resca
14. Cristina Rossello (*)

(*) These candidates have declared that they fulfil the requirements for independent director.

Candidates to Statutory Auditors:

Standing Statutory Auditors:

1. Ferdinando Superti Furga
2. Francesco Antonio Giampaolo
3. Flavia Daunia Minutillo

Substitute Statutory Auditors:

1. Francesco Vittadini
2. Annalisa Firmani
3. Ezio Maria Simonelli

We remind herewith that the ordinary Shareholders’ Meeting for the appointment of the Board of Directors and Board of Auditors is called on 23 April 2015 (24 April on second call).

FAILED PUBLICATION OF THE MINORITY SLATES FOR THE BOARD OF AUDITORS

With reference to the slates for the appointment of the Board of Auditors, it should be noted that, pursuant to article 144-octies, par. 2 of Consob Resolution No.11971/1999, upon expiry of the final deadline (30 March 2015) only a slate from the majority shareholder Fininvest S.p.A. was filed.

Therefore, in compliance with the provisions set out in article 144 sexies, par. 5 of Consob Resolution No. 11971/1999, the deadline by which other slates for the appointment of the Board of Auditors may be filed has been extended to 2 April 2015 and the percentage for the filing of the slates has been reduced from 2.5% to 1.25% of the Company’s capital.

Arnoldo Mondadori Editore S.p.A. has announced that the notice calling the AGM to be held on 23 April 2015 (24 April on second call) and Directors’ reports on the following items on the agenda of the Ordinary Shareholders’ Meeting, are available at the Company’s registered office, as well at the authorised storage facility 1info (www.1info.it) and on www.gruppomondadori.it (in the Governance section):

– authorization for the purchase and sale of own shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Civil Code;

– appointment of the Board of Directors;

– appointment of the Board of statutory Auditors for the financial years 2015/2016/2017.

The notice calling the AGM has been also published today in the newspaper specified in the notice.

Further documentation concerning the AGM will be made available in the manner described above, within the period foreseen by current legislation.

Arnoldo Mondadori Editore S.p.A. has announced that the interim report for the first quarter of the year to 31 March 2014 is now available at the company’s corporate offices, on www.borsaitaliana.it and www.gruppomondadori.it (Investor Relations section).

Also available to the public at the company’s corporate offices, on www.borsaitaliana.it and www.gruppomondadori.it (Governance section), are the minutes of the ordinary and extraordinary sessions of the Annual General Meeting of the Shareholders held on 30 April 2014, together with the modified text of the Articles of Association.

The Annual General Meeting of the Shareholders of Arnoldo Mondadori Editore S.p.A., met today under the Chairmanship of Marina Berlusconi, to examine the Group’s consolidated financial statements that show a consolidated net loss of €185.4 million and to approve the company’s Annual Report for the year ended 31 December 2013. The Annual General Meeting also deliberated, in line with a proposal resolved by the board of directors, to make up the entire net loss for the period of the parent company, amounting to €314,970,500.44, by drawing the corresponding sum from reserves.

The Shareholders also passed resolution on the following items on the agenda:

RENEWAL OF AUTHORISATION FOR THE BUY-BACK AND UTILISATION OF TREASURY SHARES

Following the expiry of the term fixed for the authorisation issued at the Annual General Meeting of 23 April 2013, the shareholders renewed authorisation to effect share buy-backs, up to a limit of 10% of the share capital. The shareholders also authorised, as per Art. 2357 of the Civil Code, the use of shares involved in such buy back operations or already in the company’s portfolio.

It should be noted that, during the period of the previous authorisation, the company bought made no buy-backs or utilisations of company shares.

The total number of shares comprising treasury stock held by Arnoldo Mondadori Editore SpA is currently 14,953,500 (6.067% of the share capital).

In line with the provisions of art. 144 bis of Consob regulation 11971/1999, what follows is an outline of the buy-back programme authorised by the Shareholders:

1. Underlying motivation
– to use company shares, either bought or in the portfolio, for the exercise of rights, including conversion rights, deriving from financial instruments issued by the company, its subsidiaries or third parties;
– to use company shares, either bought or in the portfolio, as part or whole payment in any eventual acquisitions or equity investments that fall within the company’s stated investment policy;
– to take advantage, where and when considered strategic for the company, of investment opportunities, also in relation to available liquidity;
– to use company shares for the exercise of options for the purchase of shares assigned to participants in the stock option plans put in place by the shareholders.

2. Cap on the number of shares that may be bought
The authorisation refers to a limit of 10% of the share capital, or 24,645,834 shares. Given, as indicated above, that the company currently directly holds a total of 14,953,500 shares, the new authorisation consequently foresees the possible acquisition by the Board of Directors of an additional 9,692,334 ordinary shares, or 3.933% of the share capital.

3. Method of acquisition and price range
Buy backs would be effected on regulated markets as per art. 132 of Legislative Decree n. 58 of 24 February 1998 and art. 144 bis, para. 1,B of Consob Regulation 11971/99 according to operating procedures established by the regulations for the organisation and management of the markets themselves, which, does not permit the direct combination of offers to buy with predetermined offers to sell.

The corresponding minimum and maximum price of sale will therefore be determined at the same conditions that applied to previous authorisations agreed by the shareholders, i.e. at a unit price not less than the official market price on the day prior to any operation, less 20%, and not more than the official market price on the day prior to any operation, plus 10%.

In terms of price and daily volumes, acquisition operations will in any case be conducted in line with the norms foreseen by the EU regulation 2273/2003, in particular:
– the company will not buy shares at a price greater that the highest price of the last independent operation and the price of the highest current independent offer on the regulated market where the acquisition is made.
– in terms of daily volumes, the company will not purchase a quantity greater than 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated on the basis of the average daily volume of trading of Mondadori shares in the 20 trading days prior to the dates of purchase.

Any operations that are effected will be communicated to the market as per the terms of art. 87 bis of Consob Regulation 11971/1999.

4. Duration
The authorisation for the buy-back and utilisation of company shares will remain valid until the AGM for the approval of the Annual Report for the year to 31 December 2014, and in any case, for a period of not more than 18 months from the date of the Shareholders’ resolution.

***

REMUNERATION REPORT

The Shareholders approved the policy outlined in the first section of the Remuneration Report, for fiscal 2014, regarding the compensation of directors and executives with strategic responsibilities.

RENEWAL AND ATTRIBUTION OF POWERS TO THE BOARD OF DIRECTORS PURSUANT TO ARTICLES 2443 AND 2420-TER OF THE CIVIL CODE

In extraordinary session, the Shareholders adopted, in line with the proposals of the Board of Directors, resolutions, pursuant to the terms of Articles 2443 and 2420-ter of the Civil Code, regarding the powers of the Board to effect a capital increase and issue convertible bonds.

Specifically the Shareholders resolved:
– the renewal of powers already granted to the Board of Directors by the Shareholders on 29 April 2009 and due to expire at the end of its five-year term, regarding, in accordance with Articles 2443 and 2420-ter of the Italian Civil Code, the attribution of powers to the Board of Directors to increase, with no expectation of excluding option rights, the share capital by a maximum nominal amount of €78,000,000 and to issue convertible bonds for a maximum nominal amount of €260,000,000. The renewal was approved at the same conditions as that about to expire and not used by the Board for a further period of 5 years, in line with the maximum term foreseen by law;
– the attribution to the Board of Directors, for the same five-year period, of additional power to increase the share capital, within the limit of 10% of the existing share capital and excluding option rights, in accordance with Articles 2443 and 2441, clause 4, second paragraph, of the Civil Code.

The resolutions for renewal and granting of powers are motivated by the opportunity to maintain and attributing to the Board of Directors the authority to implement, more effectively, efficiently and flexibly, with respect to the resolutions of the Extraordinary Shareholders’ Meeting, capital transactions aimed at strengthening the financial structure to support the development objectives of the Group, and specifically, as previously disclosed to the market, both the consolidation of business lines with higher added value and a recovery of profitability in the magazine area through both external lines and, in particular, in the digital area.

With specific reference to the powers to effect a capital increase with the exclusion of option rights within the limit of 10% of the existing share capital, an offer addressed to third parties could constitute a valuable way of increasing the free float and make it possible to maintain at all times an adequate level of liquidity, or be functional for the entry into the capital of the company of accredited investors, while limiting the dilutive effects for existing shareholders.

Arnoldo Mondadori Editore S.p.A. has announced that the annual financial report, comprising the draft financial statements and consolidated financial statements for the year ending 31 December 2013, the Directors’ Report and the statements pursuant to Article 154 bis paragraph 5 of Legislative Decree n.58/1998, together with the reports of external auditors and statutory auditors are available from today at the headquarters of the company, at Borsa Italiana S.p.A. (www.borsaitaliana.it) and on the web site www.mondadorigroup.com (in the “Governance” section).

Likewise, the company has also published the report on corporate governance and the ownership structure, with reference to 2013, and the Report on Remuneration pursuant to Art. 123-ter of Legislative Decree n.58/1998.