The Mondadori Group announces that Pierluigi Bernasconi will be proposed at the next meeting of the Board of Directors of Mondadori Retail S.p.A. as the new Chief Executive Officer, effective from 5 June 2017.

Born in Milan in 1954 – after ten years at Hitachi, holding increasing responsibilities until becoming director of the audio-video division – in 1989 Pierluigi Bernasconi founded Mediamarket S.p.A., the consumer electronics chain, which operates in Italy under the Media World, Saturn and Media World Compra On Line brands; appointed CEO, in 1991 he opened the first Media World store in Curno.

From 2013 to 2015, he was CEO of the Mercatone Uno Group, leading distributor in Italy of furniture, accessories, household products and jewellery. In 2016 he was appointed Chairman and director of B-Retail, a strategic advisory firm in the distribution field. Subsequently was appointed vice president of Iper Montebello S.p.A., the company which manages the chain IPER La grande I.

Since 2016, he has been board member of ePRICE.

In 2010, he received the honour of “Cavaliere del Lavoro”.

Mondadori Retail manages the largest network of bookstores in Italy. It operates through more than 600 stores (megastores, bookstores, points and clubs) and four sales channels: directly managed and franchised stores, web and bookclubs.

Arnoldo Mondadori Editore S.p.A. hereby informs that the minutes of the Ordinary and Extraordinary Shareholders’ Meeting of 27 April 2017, together with the amended version of the Company by-laws, are available at the Company’s registered office, on the authorized storage mechanism (www.1info.it) and in the Governance section of the Company’s website www.mondadorigroup.com.

Also made available on www.mondadorigroup.com (Governance section) are the Rules on increased voting rights adopted by the Board of Directors of Arnoldo Mondadori Editore S.p.A. in execution of the Shareholders’ resolution, and containing the procedures for the inclusion, keeping and updating of the Special List of Shareholders who wish to make use of increased voting rights, as well as the application form for inclusion in the above Special List.

The Mondadori Group announces that its subsidiary Mondadori France has completed, following the purchase of the 20% minority interest in the share capital, the disposal of 100% of NaturaBuy SAS: the marketplace for small ads and the purchase/sale of hunting, fishing and outdoor items has been acquired by NextStage, a private equity fund based in Paris.

The transaction is in line with the Mondadori Group’s plan to focus on core businesses, including through the disposal of non-strategic assets aimed at the development of the print and digital publishing brands held in its portfolio.

The disposal of 100% of NaturaBuy amounts to 12.2 million euro based on an enterprise value of 10.5 million euro.

In 2016, NaturaBuy achieved revenue of 2.6 million euro and EBITDA of 1.5 million euro.

The company will be deconsolidated as from 1 May 2017.

The impact on the 2017 net financial position of Mondadori France amounts to 9.4 million euro, net of the positive net financial position of the company and the purchase of the minority interest in NaturaBuy.

The disposal of this asset will produce a pre-tax gain of 4.3 million euro, strongly contributing to the achievement of the net profit and of the net financial position targets set in the guidance already disclosed to the market, which could be revised in the current year (with no impact on estimated adjusted EBITDA which, by definition, excludes non-recurring income).

The Mondadori Group announces it has concluded an agreement today on the disposal of the business units involved in the logistics activities of Mondadori Libri and Mondadori Retail to CEVA Logistics Italia S.r.l..

The agreement marks a further step in the plan to focus on core businesses, including through the disposal of the Group’s non-strategic assets, in a highly competitive market populated by international players. Among these players, following a tendering process, the Group has chosen CEVA Logistics Italia, already a provider of Rizzoli Libri distribution services, as its qualified partner.

The agreement will increase flexibility in managing logistics services and will reduce operating costs starting from 2018, guaranteeing the Mondadori Group and its customers high quality standards.

Additionally, the agreement envisages:

• the disposal of the logistics business units of Mondadori Libri and Mondadori Retail to CEVA Logistics Italia (a workforce of approximately 110 employees) for a consideration of 0.5 million euro;
• the disposal of the Verona-based site used for these activities to AKNO Trading S.r.l. (property company part of the AKNO Group, industrial partner of CEVA Group) for a consideration of 6 million euro;
• the conclusion of an exclusive agreement for the supply by CEVA Logistics Italia of logistics services to the Mondadori Group’s Books and Retail areas for a period of 9 years, which entails compliance with pre-set KPIs and SLAs (Service Level Agreements), as well as joint improvement actions.

The disposal of the above business units and the supply of services will take effect as from 1 May 2017.

The disposal of the site at closing date will produce a (pre-tax) gain of 4.2 million euro, already included in the guidance for 2017 disclosed to the market last 21 March (with no impact on estimated adjusted EBITDA which, by definition, excludes non-recurring income).

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.

The Mondadori Group is among the companies who have won the Randstad Employer Brand 2017, the award given by Randstad – the world’s second largest player in the human resources services sector player – of the basis of the most complete and representative global survey on employer branding.

The result of the survey show that the Mondadori Group is Italy’s third most sought after company, and the only company included form the media, news and culture sector.

“We are extremely proud to have received this award in a period when the Mondadori Group is growing, following an extraordinary year that marked a trunaround for the company,” commented Daniele Sacco, the Mondadori Group’s head of human resources and services. “The two big acquisitions of 2016, of Rcs Libri and Banzai Media, have enabled the Group to consolidate its leadership in the core businesses, books and magazines. And this has led to the integration of additional know-how and new professional profiles, which have joined the excellent resources that already exist inside Mondadori,” Sacco underlined. “But, in a market in continuous transformation like that of publishing, it is essential to be constantly open to change. Our aim is to pursue excellence not only in business terms, but also in the HR area and there is still much to do. Mondadori will need to be increasingly able to attract and develop talent in order to go on creating an environment that is stimulating, enhancing and inclusive.”

The Randstad Employer Brand study, commissioned by the TNS research institute, was conducted independently – i.e. no company can put their own name forward for inclusion –  on a sample of over 160,000 people in 26 countries with an extensive analysis of almost 5,500 companies. The study measured the perceived attractiveness of Italian companies for potential employees. In Italy over 5,000 people, aged between 18 and 65,  were interviewed, between November and December 2016 a sample that included people in employment, students and unemployed who were asked, “Where would you like to work?” and given a list of 150 companies with over 1000 employees, based in Italy and operating in 17 different sectors.

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.

With regard to Consob’s request, pursuant to art. 114, par. 5 of Legislative Decree no. 58/98, concerning press rumours, Arnoldo Mondadori Editore S.p.A. informs that on 9 February 2017, the Board of Directors of the Company approved a Group business-financial plan for the 2017-2019 period.

The plan envisages operational targets which, on a like-for-like basis, would allow to expect in 2019 consolidated revenue above 1.3 billion euro, an adjusted EBITDA[1] of approximately 115 million euro, a net profit of 35 million euro, ordinary cash flow close to 60 million euro, and a net financial position of around 155 million euro, net of the impact of any dividend distribution.

As previously disclosed to the market, the meeting of the Board of Directors of the Parent Company will be held next 21 March to approve the annual financial statements and the consolidated financial statements of the Mondadori Group for the year ended 31 December 2016, during which, as usual, the Board will announce the guidance for the current financial year.

[1] Adjusted EBITDA: net of income and expenses of a non-ordinary nature.