Governance

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 2016, and reviewed the 2016 consolidated financial statements of the Mondadori Group, which show a net profit of 22.5 million euro, improving by 16.1 million euro, therefore tripling versus 6.4 million euro in 2015.

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2016, as disclosed to the market last 21 March.

The Shareholders’ Meeting, in accordance with the Board of Directors’ proposal, resolved to fully cover the loss for the year of 15.2 million euro of the Parent Company Arnoldo Mondadori Editore S.p.A. (versus 32 million euro in the prior year) by using a corresponding amount of reserves.

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

Confirmation of the co-opted director

The Meeting confirmed Paolo Ainio as Director – previously appointed by cooptation by the Board of Directors on 28 July 2016 – until the expiry of the term of the Board of Directors (approval of the financial statements for the year ending 31 December 2017).

The professional profile of Director Paolo Ainio is available on the website www.gruppomondadori.it, Governance section.

Based on the information available to the Company, to date Paolo Ainio holds no shares of the Company.

Banzai media s.r.l. financial statements approved

The Shareholders’ Meeting approved the financial statements for the year ended 31 December 2016 of Banzai Media S.r.l., merged by incorporation in Arnoldo Mondadori Editore S.p.A., with accounting and tax effects from 1 January 2017.

Remuneration report

The Shareholders’ Meeting approved Section One of the Remuneration Report on the policy adopted for 2017 regarding remuneration to directors and executive managers with strategic responsibilities.

Renewal of the authorization to purchase and sell treasury shares

Given the approaching expiry of the previous authorization resolved on 21 April 2016, 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.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 80,000 treasury shares, equal to 0.031% of the share capital.

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

Motivations

• to use the treasury shares purchased as consideration in the acquisition of interests as part of the Company’s investment policy;
• to use the treasury shares purchased in 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 lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions implying the allocation or sale of treasury shares;
• to undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• to rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to sell treasury shares as part of share-based incentive plans pursuant to art. 114-bis of the TUF, and of plans for the free allocation of shares to Shareholders.

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.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
Purchases shall be made pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998, of art. 5 of Regulation (EU) 596/2014, (ii) of art. 144-bis of the Issuer Regulation, (iii) of the EU and national legislation on market abuse, and (iv) of Accepted Practices.

Purchases shall be made on regulated markets, according to operating criteria which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals.

The minimum and maximum purchase price shall 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 shall be completed in compliance with the conditions established in art. 3 of the Delegated Regulation (EU) 2016/1052.

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.

Purchases instrumental in (a) the support to market liquidity and (b) the purchase of treasury shares to build a so-called “treasury shares” portfolio, shall also be made in accordance with the conditions provided by market practices, under the combined provisions of art. 180, par. 1, lett. C) of the TUF and of art. 13 of (EU) Regulation 596/2014.

With regard to the sale of treasury shares, the Shareholders’ Meeting resolved to authorize the Board of Directors to sell purchased treasury shares: (i) through disposal of the shares on regulated markets; (ii) as consideration in the acquisition of interests as part of the Company’s investment policy; (iii) in the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company or third parties; (iv) to service share-based incentive plans approved by the Shareholders’ Meeting without any time limits.

Duration
Until the Shareholders’ Meeting called to approve the financial statements for the year ending 31 December 2017.

Adoption of a Performance Share Plan

The Shareholders’ Meeting approved the adoption of a 2017/2019 Performance Share Plan, in accordance with art. 114-bis of Legislative Decree no. 58 of 24 February 1998, intended for certain executive directors, executives with strategic responsibilities and certain second-line executives of the Group, in accordance with the conditions previously disclosed to the market last 21 March, pursuant to art. 84 bis, par. 1, of Consob Regulation no. 11971/1999.

For details on the 2017/2019 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the information document drawn up by the governing body, pursuant to Consob Regulation no. 11971/1999, and to the explanatory report, published on the Company’s website www.gruppomondadori.it, “Governance/Shareholders’ Meeting” section.

In extraordinary session, the Shareholders’ Meeting resolved on:

Amendments to the by-laws

The Shareholders’ Meeting resolved on the amendments to art. 7 (adoption of increased voting rights pursuant to art. 127-quinquies of Legislative Decree no. 58/98) and art. 17 (amendments to appointment procedures for the Board of Directors by means of a so-called blocked lists system) of the Company by-laws.

For further information, reference should be made to the proposed resolution approved by the Board of Directors on 21 March 2017, as illustrated in the specific report prepared by the Board of Directors, pursuant to and for the purposes of art. 125-ter of the TUF, and of articles 72 and 84-ter, and of Annex 3A, Schedule 3, of the Regulation adopted through Consob Resolution no. 11971 of 14 May 1999, available at the registered office of the Company and on the Company’s website www.gruppomondadori.it, “Governance/Shareholders’ Meeting” section, and to the new text of the Company by-laws, which will be made available on the Company’s website within the time limits established by current laws.

The minutes of today’s Shareholders’ Meeting will be made available according to the procedures and time limits of 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 2016 Annual Report, which includes the draft financial statements, the consolidated financial statements for the year ended 31 December 2016, the Directors’ Report on Operations, and the certifications pursuant to art. 154 bis, par. 5 of Legislative Decree no. 58/1998;
• the annual financial statements of Banzai Media S.r.l.;
• the Independent Auditors’ reports;
• the Statutory Auditors’ report;
• the report on corporate governance and ownership structure for the year 2016;
• the remuneration report pursuant to art. 123-ter of Legislative Decree no. 58/1998.

Arnoldo Mondadori Editore S.p.A. hereby informs that the notice of call of the Annual General Meeting on 27 April 2017, and the Directors’ reports, pursuant to art. 125-ter of Legislative Decree 58/1998 of the Italian Civil Code, on the following items on the agenda, to be discussed at both ordinary and extraordinary sessions, are available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it), and on the website www.gruppomondadori.it (Governance section):

– proposed confirmation of Director Paolo Ainio, co-opted pursuant to art. 2386 of the Italian Civil Code, and consequent resolutions;

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

– resolutions, pursuant to art. 114-bis of the TUF, on the granting of financial instruments;

– amendments to articles 7 and 17 of the Company by-laws.

Also made available, in the above manners, the Information Document on the 2017-2019 Performance Share Plan, prepared in accordance with Annex 3A, under the provisions of art. 84-bis of the Issuer Regulation.

The notice of call of the AGM was published today also in the newspaper indicated in the notice.

The additional documents regarding the AGM will be made available, in the manners above, within the time limits established by current laws.

Arnoldo Mondadori Editore S.p.A. today announced, as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A., the corporate events scheduled for 2016:

• Thursday 17 March 2016: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2015;
• Thursday 12 May 2016: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2016;
• Thursday 28 July 2016: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2016;
• Tuesday 8 November 2016: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2016.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2015 will be held on Thursday 21 April 2016.

Analysts’ presentations of the results for the full year to 31 December 2015, the interim report to 30 June 2016 and the reports on the first and third quarters of 2016 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any eventual changes will be promptly communicated to the market.

Arnoldo Mondadori Editore S.p.A. informs that pursuant to article 5 of Consob Regulation No. 17221/2010 and subsequent amendments, an information document regarding transactions of greater relevance with related parties has been made available in relation to the transfer – approved by the Company’s Board of Directors on today’s date (following the positive opinion given by the Committee of the independent directors on the transactions with related parties pursuant to Consob Regulation and the procedures adopted by the Company) – of 80% of Monradio S.r.l.’s share capital (a company fully owned by Arnoldo Mondadori Editore S.p.A.) to R.T.I. S.p.A. (a company fully owned by Mediaset S.p.A. and subject also to the joint control with Arnoldo Mondadori Editore S.p.A.).

The transaction qualifies as a “transaction of greater relevance” as the relevance indexes pursuant to article 4, par. 1, letter a) of the aforementioned Consob Regulation are exceeded and endorsed on a 2.5% ratio in the Procedure adopted by the Board of Directors of Arnoldo Mondadori Editore S.p.A..

The information document regarding the transaction above is made available at the Company’s legal offices, on the Company’s web site www.gruppomondadori.it (Governance section) and on the authorized storage web site www.1info.it.

Arnoldo Mondadori Editore S.p.A. today announced, as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A., the corporate events scheduled for 2015:

– Thursday 12 March 2015: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2014;

– Tuesday 12 May 2015: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2015;

– Tuesday 28 July 2015: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2015;

– Thursday 5 November 2015: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2015.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2014 will be held on Thursday 23 April 2015.

Analysts’ presentations of the results for the full year to 31 December 2014, the interim report to 30 June 2015 and the reports on the first and third quarters of 2015 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any eventual changes will be promptly communicated to the market.

Segrate, 21 January 2015 – The Board of Directors of Mondadori Libri S.p.A., held on today’s date, resolved upon the following appointments: Ernesto Mauri Chairman; Enrico Selva Coddè, Gian Arturo Ferrari, Antonio Porro and Oddone Pozzi Directors.

Specifically – reporting to the Group’s CEO Ernesto Mauri – Enrico Selva Coddè is appointed Managing Director of Mondadori Libri S.p.A. for the Trade area and Antonio Porro is confirmed Managing Director of the Educational area.

Gian Arturo Ferrari, Deputy Chairman of Mondadori Libri S.p.A., will work in co-operation with Enrico Selva, Managing Director of the Trade area, for the implementation and publication of the publishing programmes.

“This configuration enables a more functional structure aiming at potentially further developing a strategically key business for us as we hold a leadership position with a 26% market share in the Trade area and a 13% market share in the Educational area”, underlined Ernesto Mauri, CEO of Mondadori Group.

“The scenario of the publishing market is still declining and this means that we need to increasingly keep our focus on innovation and management efficiency, while streamlining processes with a view to increasing profitability in a strategically key sector for our company”, Mauri continued. “The new organization, which I am proud of also for the excellence of its professional competencies, will enable the management to use all leverages to achieve the projected results”.

Born in Milan in 1961 and with two degrees (engineering and philosophy), Enrico Selva Coddè began his career at Olivetti in 1987, where he worked in planning and logistics until 1991, the year he first joined Mondadori.

Until 1999 he worked at Mondadori as Head of Human Resources in the Direct Marketing, Advertising and Magazines areas. From 1999 to 2002 he was Head of Operations at Rizzoli Newspapers.

In 2002 he returned to Mondadori Group as General Manager of Giulio Einaudi editore; later he was appointed Managing Director holding the office from 2003 to 2008.

He was then appointed Head of Human Resources, Organization and IT of the Mondadori Group and since July 2014 he is Vice President of FIEG and President of FIEG category of large-scale magazine publishers.

Born in Milan in 1965, Antonio Porro has a degree in economics and business administration from the Catholic University of Milan. He began his career with Mondadori in the early 1990s as Head of project development. He then joined Telecom Italia covering positions with growing responsibility for over ten years, up from the Business Division to the International Division.

In January 2009 he returned to Mondadori as Head of the Group’s Mergers & Acquisitions. In June 2011 he was appointed General Manager of the Educational area and subsequently he was appointed Chairman and Managing Director of Mondadori Education S.p.A. and Mondadori Electa S.p.A., offices that are confirmed to him by today’s Board resolution.

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It should be noted that the stakes owned in the publishing houses operating in the Trade, Arts and Educational areas – Edizioni Piemme S.p.A. (100%), Giulio Einaudi editore S.p.A. (100%), Mondadori Education S.p.A. (100%), Mondadori Electa S.p.A. (100%), Sperling & Kupfer Editori S.p.A. (100%), Harlequin Mondadori S.p.A. (50%) – and in the company operating in the distribution area – Mach 2 Libri S.p.A. (34.91%) – were contributed to Mondadori Libri S.p.A., which started operations on 1 January 2015.

At 31 December 2013 the Books area of the Mondadori Group posted revenues for a total of euro 334.3 million with EBITDA at euro 46.2 million.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., which met today under the chairmanship of Marina Berlusconi, has approved the operation presented by the chief executive Ernesto Mauri for the incorporation of a new wholly-owned company to be called Mondadori Libri S.p.A.

Specifically, the new company will bring together all of the business activities of Arnoldo Mondadori Editore S.p.A. concerning:

• the assets, liabilities and contractual relations relative to the publishing and distribution activities currently undertaken by the books area;
• the stakes of book publishing companies in the trade, art and educational sectors – Edizioni Piemme S.p.A. (100%), Giulio Einaudi editore S.p.A. (100%), Mondadori Education S.p.A. (100%), Mondadori Electa S.p.A. (100%), Sperling & Kupfer Editori S.p.A. (100%), Harlequin Mondadori S.p.A. (50%) – as well as the company operating in the distribution sector Mach 2 Libri S.p.A. (34.91%).

The operation will not involve any changes to the overall profile of the underlying businesses and operating characteristics of the Group.

The contribution will also facilitate the creation of a more functional corporate structure for the potential realisation, with a view to development, of partnership and merger opportunities aimed at exploiting economies of scale and scope; the operation also enables the use of all the operating, economic and financial levers by the management of the Area.

The contribution will carried out in line with current accounting levels, and with no impact on the Group’s consolidated figures, on the basis of a net book value of €99.4 million.

The contribution will be formalised before the end of 2014, and will be effective from 1 January 2015.

As of 30 September 2014, the Books Area recorded revenues of €238.9 million, EBITDA of €35.8 million and operating profit (EBIT) of €33.7 million.

Related parties
With regard to the “Regulations concerning operations with related parties” adopted by CONSOB with resolution n.17221 of 12 March 2010 and subsequent modifications, it should be noted that the operation is not subject to the provisions of such Regulations, pursuant to Art. 14, para. 2, and the relative procedures adopted by Arnoldo Mondadori Editore S.p.A.. Specifically, the operation involves wholly-owned companies for which there are no interest of related parties that can be defined as relevant in line with the criteria defined by the procedures.

Arnoldo Mondadori Editore S.p.A. has announced that the meeting of the company’s Board of Directors for the approval of the interim results for the period to 30th September 2014, has been postponed from 12th November 2014 to Thursday 13th November 2014. On the same date a conference call with analysts will take place to present the results to 30th September 2014.

Following the entire subscription of the capital increase of a nominal €3,900,000 through the issue of 15,000,000 new ordinary shares with a nominal value of €0.26 each, as resolved by the board of directors on 17 June 2014, the share capital of Arnoldo Mondadori Editore S.p.A. is currently €67,979,168.40 and comprises 261,458,340 ordinary shares, with a nominal value of €0.26 each (statement, pursuant to Art. 2444 of the Civil Code, filed today with the Register of Companies in Milan).

The modified Articles of Association indicating the new share capital is available from the company’s website www.gruppomondadori.it (in the Governance section) and at the authorised storage facility 1Info (www.1Info.it).

Enclosed is the “Model for the communication share capital modifications” (Model 1) as per Art. IA.2.3.4. of “Instructions and Regulations for Markets Organised and Managed by Borsa Italiana S.p.A.”.