Governance

The minutes of the meeting of the board of directors held on 17 June, concerning the capital increase and pursuant to Articles 2443 and 2441 para. 4, second clause, of the Italian Civil Code, is now available at the company’s headquarters and the authorised storage resource 1Info along with the detailed directors’ report, the report by the external auditors Deloitte & Touche S.p.A. and the updated Articles of Association.

The documentation is also published in the Governance section of the website www.mondadorigroup.com and on www.borsaitaliana.it.

Arnoldo Mondadori Editore S.p.A. has announced that the modifications, requested by Consob, to the Disclosure Document published on 21 November 2013, have been made and the document is now available at the company’s headquarters, at Borsa Italiana and on www.gruppomondadori.it (in the Governance section).

The document refers to the operation with related parties concerning the contribution of the business activities regarding the sale of advertising for magazines and radio stations by the subsidiaries Mondadori Pubblicità S.p.A. and Mediamond S.p.A.

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 2014:

– Thursday 27 March 2014: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2013;

– Tuesday 13 May 2014: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2014;

– Thursday 31 July 2014: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2014;

– Wednesday 12 November 2014: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2014.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2013 will be held on Wednesday 30 April 2014.

Analysts’ presentations of the results for the full year to 31 December 2013, the interim report to 30 June 2014 and the reports on the first and third quarters of 2014 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. has announced that the prospectus (pursuant to Art. 5 of Consob Regulation n. 17221/2010 and subsequent modifications) regarding the contribution to Mediamond S.p.A. of the business concerning the sale of advertising for magazines and radio managed by Mondadori Pubblicità S.p.A. is now available at the company’s head office, Borsa Italiana and on the web site www.gruppomondadori.it (in the Governance section).

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 2013:

• Wednesday 20 March 2013: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2012;
• Tuesday 14 May 2013: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2013;
• Tuesday 30 July 2013: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2013;
• Thursday 14 November 2013: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2013.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2012 will be held on Tuesday 23 April 2013, on first calling, or Wednesday 24 April 2013, on an eventual second calling.

Analysts’ presentations of the results for the full year to 31 December 2012, the interim report to 30 June 2013 and the reports on the first and third quarters of 2013 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. 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 2012:

– Monday 19 March 2012: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2011;

– Monday 14 May 2012: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2012;

– Thursday 26 July 2012: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2012

– Tuesday 13 November 2012: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2012.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2011 will be held on Thursday 19 April 2012, on first calling, or Friday 20 April 2011, on an eventual second calling.

Analysts’ presentations of the results for the full year to 31 December 2011, the interim report to 30 June 2012 and the reports on the first and third quarters of 2012 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. today announced that, in compliance with art. 2445 para. 3 of the Civil Code, it had enacted the resolution of the extraordinary shareholders’ meeting, held on 21 April 2011 (deposited with the Company Records Office on 3 May 2011), regarding the reduction of the company’s share capital from €67,451,756.32 to €64,079,168.40 through the cancellation of 12,971,492 shares held in treasury stock with a par value of €0.26 each.
Following this reduction, the share capital of di Arnoldo Mondadori Editore S.p.A. now amounts to €64,079,168.40, divided into 246,458.340 ordinary shares with a par value of €0.26 each.

In attachment: “Model for the communication of changes in share capital” (Model 1) pursuant to Art. IA.2.3.4 of the “Instructions for the Regulation of Organised Markets Managed by Borsa Italiana S.p.A.”.

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 the current year:

• Monday 21 March 2011: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2010;
• Monday 9 May 2011: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2011;
• Wednesday 27 July 2011: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2011
• Thursday 10 November 2011: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2011.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2010 will be held on Thursday 21 April 2011, on first calling, or Friday 22 April 2011, on an eventual second calling.

Analysts’ presentations of the results for the full year to 31 December 2010, the interim report to 30 June 2011 and the reports on the first and third quarters of 2011 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.

The Board of Directors of Arnoldo Mondadori Editore S.p.A. passed a resolution today at the proposal of the Remuneration Committee to assign for the year 2010 the options related to the Stock Option Plan set up by the Shareholders’ Meeting on 29 April 2009, with a duration covering the three years 2009/2010/2011.

In particular, the Board decided on allocation of a total of 1,800,000 options relating to 19 total beneficiaries, with a relevant reduction compared to the 47 beneficiaries identified for assignments 2009.

The Plan is set up on annually assigning to beneficiaries personal and non-transferrable options for purchase of ordinary Mondadori shares held by the company as treasury shares – in the ratio of one share (regular dividend rights) for every option exercised – at an Exercise price corresponding to the arithmetic average of the reference prices of the Mondadori share recorded during the period starting from the assignment date of the options back to the same day of the previous calendar month. Exercise of the options is allowed exclusively all together and at once, in the strike periods subsequent to the start date of the thirty-six month vesting periods.

With specific reference to the option assignments resolved today by the Board of Directors for the year 2010, below is the information required under Article 84 bis, paragraph 5 of the CONSOB Regulation no. 11971/1999 and subsequent amendments (the “Issuers Regulation”).

The information is also be available at the Italian Stock Exchange, the headquarters of the company and on the site: www.gruppomondadori.it, under the section Investor Relations.

The information is provided, where applicable, according to outline 7 of Attachment 3 A of the Issuers Regulation.

Complete text (PDF) with enclosures

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., its calendar of corporate events for the current year:

• Tuesday 23 March 2010: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2009;
• Tuesday 11 May 2010: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2010;
• Thursday 29 July 2010: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2010;
• Thursday 11 November 2010: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2010.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2009 will be held on Tuesday 27 April 2010, on first calling, or Wednesday 28 April 2010, on an eventual second calling.

Analysts’ presentations of the results for the full year to 31 December 2009, the interim report to 30 June 2010 and the reports on the first and third quarters of 2010 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.