Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 9 to 13 July 2018, of no. 17,500 ordinary shares (equal to 0.007% of the share capital) at an average unit price of Euro 1.4700 for a total amount of Euro 25,725.70.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 24 April 2018 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 981,000 treasury shares, equal to 0.3752% of the share capital.

Purchases in detail in the complete pdf.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 2 to 6 July 2018, of no. 16,000 ordinary shares (equal to 0.006% of the share capital) at an average unit price of Euro 1.3530 for a total amount of Euro 21,648.10.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 24 April 2018 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 963,500 treasury shares, equal to 0.3685% of the share capital.

Purchases in detail in the complete pdf file.

From Monday 9 July, Annalisa Monfreda, editor of the weeklies Donna Moderna and Starbene, will take on also the role of editor of Tustyle.

At the same time, Paola Salvatore, the current deputy editor of Tustyle, will expand her responsibilities following her appointment as fashion editor of Donna Moderna and Starbene.

This new organisational structure will give Tustyle, Donna Moderna and Starbene an innovative, cross-over position: on the one hand thanks to specific editorial skills, the fashion content offer for readers of the three weeklies will be enriched, while, on the other, it will be easier to enhance the relationship with interlocutors in the mass market advertising sector.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 25 to 29 June 2018, of no. 27,500 ordinary shares (equal to 0.011% of the share capital) at an average unit price of Euro 1.3006 for a total amount of Euro 35,766.85.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 24 April 2018 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 947,500 treasury shares, equal to 0.3624% of the share capital.

Purchases in detail in the complete pdf file.

Arnoldo Mondadori Editore S.p.A. announces the launch today of a treasury share buyback plan under art. 5 of (EU) Regulation no. 596/2014, in execution of the resolution adopted by the Ordinary Shareholders’ Meeting held on 24 April 2018, authorizing:

– the purchase and disposal of treasury shares for a maximum amount of up to 0.472% of the share capital, which is intended to provide the Company, in the three-year period, with no. 1,236,065 shares needed to meet the obligations under the “2018-2020 Performance Share Plan” approved by the Meeting;

– the continuation of the buyback plan – to service the “2017-2019 Performance Share Plan” – launched on 26 June 2017 in the manners and within the time limits of the relating Regulation.

Pursuant to the Delegated Regulation (EU) 2016/1052, details of the treasury share buyback plan are shown below.

• Purpose of the plan

The purpose of the plan is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the “2018-2020 Performance Share Plan” approved by the Shareholders’ Meeting held on 24 April 2018, and the “2017-2019 Performance Share Plan”.

• Maximum amount in cash allocated to the plan

Buybacks will be made at a minimum unit price not lower than the official Stock Exchange price on the day before the purchase transaction, reduced by 20%, and at a maximum unit price not higher than the official Stock Exchange price on the day before the purchase transaction, increased by 10%. The definition of volumes and unit purchase prices will be made in accordance with the conditions set out in art. 3 of Delegated Regulation (EU) 2016/1052; specifically, no shares will be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out.

• Maximum number of shares to purchase

Purchases for the 2018-2020 three-year period will regard a maximum of no. 1,236,065 ordinary shares (equal currently to 0.472% of the share capital) to be allocated to the “2018-2020 Performance Share Plan”, in addition to the purchases expected in the 2018-2019 two-year period of no. 526,549 ordinary shares allocated to the “2017-2019 Performance Share Plan”.

The maximum total amount of shares under the plan is therefore within the limits of law, taking account of the treasury shares already held by the Company.

Mention should be made that Arnoldo Mondadori Editore S.p.A. holds to date a total of no. 920,000 treasury shares, equal to 0.0352% of the share capital.

• Duration of the plan

The current authorization runs until the Shareholders’ Meeting called to approve the financial statements for the year ending 31.12.2018 and is renewable prior to the Shareholders’ authorization.

• Buyback procedures

The treasury share buyback plan will be coordinated by an authorized intermediary who will make the purchases independently, with no influence from Arnoldo Mondadori Editore S.p.A. as far as the time of purchase is concerned. Buybacks will be made pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998 and of art. 5 of Regulation (EU) 596/2014, art. 144-bis of the Issuer Regulation, and the EU and national legislation on market abuse (including the Delegated Regulation (EU) 2016/1052), in accordance with the resolutions of the above Shareholders’ Meeting of 24 April 2018, in the terms previously disclosed to the market and in accordance with applicable law. Daily purchase volumes will not exceed 25% of the daily average volume of Arnoldo Mondadori Editore S.p.A. shares traded over the 20 trading days before the dates of purchase.

Any subsequent changes to the above buyback plan will be promptly disclosed to the public by the Company in the manners and within the time limits of applicable law.

The transactions made will be disclosed to the market in the manners and within the time limits of applicable law.

We are very proud that Ermenegildo Zegna chose Palazzo Mondadori to present its men’s S/S 2019 collection that opened Milan’s fashion week on Friday 15 June.

The models that paraded on the mirrored catwalk across the water in front of our headquarters in Segrate, a building designed by Oscar Niemeyer, seemed almost floating.

Always looking for symbolic places to show his proposals, this time the artistic director of Zegna, Alessandro Sartori, chose a location that is not only an ideal background, but fully represents the spirit of his creations: “the architecture of this wonderful place is perfectly in line with the challenge at the base of this collection.

The title – “Weightlessness” – fits perfectly into the building – monumental and evanescent at the same time – that Giorgio Mondadori commissioned in 1968 from the Brazilian architect, who for the Group’s new headquarters thought of a sort of “advertising architecture”, a building that did not need signs to imprint itself in memory.

[Photos kindly granted by Mondadori Portfolio.]

The Board of Directors of Arnoldo Mondadori Editore S.p.A. met today and resolved not to accept the binding offers received from European Network for the acquisition of the Tustyle and Confidenze magazines and reviewed last 15 May.

Thanks to the Group journalists’ awareness and willingness to share a common goal, the Company has identified a new organizational and cost management structure aimed at achieving improvement targets for the two magazines.

Through an ongoing and open dialogue with the trade unions, an agreement has been reached on a reduction of the remuneration package for Tustyle and Confidenze journalists from 1 July 2018, consistent with the structural decline of the market, and on the application of a solidarity contract for journalists from the other publications in the Magazines Italy area, in force until 31 December 2018.

In line with the outlined strategies and business goals set – focus on brands with multi-channel development potential – the Company and the trade unions have underwritten their commitment to make the cost structure and the organization of the work of Magazines Italy consistent with market trends by the end of the year, in order to safeguard sustainability.

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 2017 and reviewed the 2017 consolidated financial statements of the Mondadori Group, which show a profit of 30.4 million euro, improving versus the like-for-like result of 2016 (22.5 million euro).

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2017, as disclosed to the market last 13 March 2018.

In accordance with the proposal of the Board of Directors, the Shareholders’ Meeting resolved to fully allocate profit for the year at 31 December 2017 (30,417,414.68 euro) to the Extraordinary Reserve under “Other reserves and profit/loss carried forward”, prior to allocation of 105,482.42 euro to the Legal Reserve.

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

APPOINTMENT OF THE BOARD OF DIRECTORS
The Meeting appointed the new Board of Directors; the 14 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2020.

The Board was elected on the basis of the lists submitted by the shareholder Fininvest S.p.A., holder of 53.299% of the share capital for a total of no. 139,355,950 shares, and by a grouping of shareholders formed by asset management companies and institutional investors holding a total of no. 8,065,686 shares, equal to 3.084% of the share capital.

The members of the new Board of Directors are:

• Marina Berlusconi (Chairman), Ernesto Mauri, Pier Silvio Berlusconi, Oddone Maria Pozzi, Paolo Guglielmo Ainio, Elena Biffi, Francesco Currò, Martina Forneron Mondadori, Danilo Pellegrino, Roberto Poli, Angelo Renoldi, Mario Resca, Cristina Rossello (from the majority list submitted by the shareholder Fininvest S.p.A.);
• Patrizia Michela Giangualano (from the minority list submitted by a group of shareholders formed by asset management companies and institutional investors).

The majority list gained 69.245% of votes.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., convened at the end of the Meeting and chaired by Marina Berlusconi, confirmed Ernesto Mauri as CEO, vesting him with the relevant powers of management.

In accordance with the provisions of the Corporate Governance Code for Listed Companies, Ernesto Mauri was identified as “Director in charge of the internal control and risk management system”.

Directors Elena Biffi, Angelo Renoldi, Cristina Rossello and Patrizia Michela Giangualano declared that they met the independence requirements set out in art. 148, par. 3, of Legislative Decree No. 58/1998 and in the Corporate Governance Code for Listed Companies.

Director Martina Forneron Mondadori declared that she met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998.

The composition of the Board of Directors complies with the provisions on gender equality set out in art. 147-ter, par. 1-ter, of Legislative Decree no. 58/1998.

The Board of Directors also appointed the members of the following Committees, in compliance with the principles established by the Corporate Governance Code for Listed Companies adopted:

• Control and Risk Committee: Cristina Rossello, as Chairman (independent); Angelo Renoldi (independent); Patrizia Michela Giangualano (independent);
• Remuneration and Appointments Committee: Angelo Renoldi, as Chairman (independent); Cristina Rossello (independent); Elena Biffi (independent);
• Committee for Related Parties Transactions: Angelo Renoldi, as Chairman (independent); Cristina Rossello (independent); Elena Biffi (independent).

The Board also confirmed, until expiry of its term, therefore, until approval of the financial statements for the year ending 31 December 2020:

• Cristina Rossello as Lead Independent Director;
• Oddone Maria Pozzi as Financial Reporting Manager.

The executive Directors are: Marina Berlusconi, Ernesto Mauri, Oddone Pozzi and Mario Resca.

The CVs of the members of the new Board of Directors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

APPOINTMENT OF BOARD OF STATUTORY AUDITORS
The Shareholders’ Meeting also appointed the Board of Statutory Auditors, composed as follows:

• Sara Fornasiero as Chairman (elected based on the minority list submitted by a group of shareholders formed by asset management companies and institutional investors);
• Ezio Simonelli and Flavia Daunia Minutillo as Standing Auditors (elected based on the majority list submitted by the shareholder Fininvest S.p.A.);
• Francesco Vittadini and Annalisa Firmani as Alternate Auditors (elected based on the majority list submitted by the shareholder Fininvest S.p.A.);
• Mario Civetta as Alternate Auditor (elected based on the minority list submitted by a group of shareholders formed by asset management companies and institutional investors).

The majority list gained 85.558%of votes.

The Chairman of the Board of Statutory Auditors, Sara Fornasiero, declared that she met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998 and in the Corporate Governance Code for Listed Companies.

Standing Auditors Flavia Daunia Minutillo and Ezio Simonelli declared that they met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998.

The composition of the Board of Statutory Auditors complies with the provisions on gender equality set out in art. 148, par. 1-bis of Legislative Decree no. 58/1998.

The CVs of the members of the Board of Statutory Auditors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

REMUNERATION REPORT
The Meeting approved Section One of the Remuneration Report on the policy adopted for 2018 regarding remuneration to directors and key management personnel.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 27 April 2017, the Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The 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. 920,000 treasury shares, equal to 0.352% of the share capital.

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

1. 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.

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.

• 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 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.

4. Duration

The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2018, while the authorization to sell is granted to last for an unlimited period.

2018-2020 PERFORMANCE SHARE PLAN

The Shareholders’ Meeting convened today approved, pursuant to art. 114-bis of Legislative Decree no. 58 of 24 February 1998, the establishment of the 2018-2020 Performance Share Plan intended for the CEO, the CFO – Executive Director and for certain Managers chosen by the Company, in compliance with the conditions previously disclosed to the market on 13 March 2018, pursuant to art. 84 bis, par. 1, of Consob Regulation no. 11971/1999.

For details on the 2018-2020 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.

The minutes of today’s Shareholders’ Meeting will be made available according to the procedures and time limits of law.

The Board of Directors, meeting today at the end of the Shareholders’ Meeting, based on the declarations made by the directors and the information available to the Company, also confirmed that the independence requirements set out in Legislative Decree 58/1998 and in the Corporate Governance Code for Listed Companies of directors Elena Biffi, Cristina Rossello, Angelo Renoldi, Patrizia Giangualano and Martina Forneron Mondadori were met; director Martina Forneron Mondadori, despite having held her position for over nine years, met all of the further requirements set out in the Corporate Governance Code for Listed Companies.

The Board, based on the declarations made by the statutory auditors and the information available to the Company, also confirmed that the independence requirements set out in Legislative Decree 58/1998 and in the Corporate Governance Code for Listed Companies of the members of the Board of Statutory Auditors were met.

With regard to the 2017 Annual Financial Report, published on 29 March 2018, mention should be made that, owing to a mere clerical error, the proposed allocation of profit resulting from the financial statements for the year ended 31 December 2017 appearing on page no. 397 of the 2017 Annual Financial Report, makes no reference to the application of the provisions of art. 2430 of the Italian Civil Code.

The proposal should, therefore, be supplemented as follows:

“The Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., convened in ordinary session, with regard to the profit of 30,417,414.68 euro resulting from the Financial Statements at 31 December 2017

resolves

to fully allocate profit for the year at 31 December 2017 of 30,417,414.68 euro to the Extraordinary Reserve under “Other reserves and profit/loss carried forward”, prior to allocation of 105,482.42 euro to the Legal Reserve.”

The 2017 Annual Financial Report – to be read, limited to the proposed allocation of profit for the year, together with this press release – is 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).

With regard to the list for the appointment of the Board of Directors submitted by the controlling shareholder Fininvest S.p.A., notice is hereby given that, on today’s date, candidate Alessandra Piccinino has announced that she can no longer accept her nomination owing to sudden commitments. Alessandra Piccinino has, therefore, declared that she henceforth renounces her nomination to the position of director of the Company.

Additionally, shareholder Fininvest S.p.A. has announced, pursuant to art. 9 of the Corporate Governance Code, its intention to propose to the Shareholders’ Meeting that the Board of Directors be composed of 14 members, in accordance with the provisions of the bylaws.