Corporate events

From 14 September Annalisa Monfreda will take over as editor of Cosmopolitan, the Italian edition of the world’s top-selling monthly, with 60 international editions, managed by the Hearst-Mondadori joint venture.

Annalisa Monfreda, 32, was born in Bari, and began working as a journalist in 1996. In 2002, after a Master in Journalism from the University of Urbino and an internship in the “home news” department of Corriere della Sera, she began a series of collaborations with different magazines. In 2004 she joined the staff of Gruner+Jahr/Mondadori working on the monthly title Geo. In 2008 she was appointed editor of Topgirl and in November 2009 became the editor of Geo.

Arnoldo Mondadori Editore S.p.A. has announced that the report for the period to 30 June 2010 is available, together with the independent auditor’s report, at the company’s corporate offices and Borsa Italiana S.p.A. The documents are also available on the Mondadori web site www.gruppomondadori.it (in the “Investor Relations” section).

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

From 1 September the Mondadori Group will create a Digital Department, managed by Vittorio Veltroni, who will report directly to the deputy chairman and chief executive Maurizio Costa.

The newly formed department will have the task of providing a new impetus in the development of Mondadori’s digital activities and efforts will be focused on two main areas. On the one hand, the valorisation – through technology, sites and digital platforms – of the company’s primary assets: its brands, content, authors, communities of readers and advertisers, in close association with its traditional business. And on the other, the general manager of the new department will be responsible for identifying new opportunities for growth in the digital area.

Vittorio Veltroni, 40, was born in Rome. He graduated in philosophy from Columbia University in New York in 1993. After taking a master’s degree, he completed a PhD in social and political science at the University of Cambridge, where he teaches political philosophy.

In 2000 Veltroni founded Goallars, of which he has been the chief executive, a company that supplies sports content for all digital media platforms (mobile, web and radio).

In 2006 Veltroni joined Vodafone where, until 2009, he was involved with content, multimedia services and mobile internet access. In April 2010 he was appointed director of all online services of Vodafone Italia.

Arnoldo Mondadori Editore S.p.A. today announced that, in line with the preliminary contract stipulated on 8 February, and already communicated to the market, it had completed the acquisition from Società Holding Industriale di Grafica S.p.A. (Bertelsmann Group) of 50% of the share capital of Mondolibri S.p.A..

With this operation – which has been formalised after obtaining the authorisation from the relevant competition and media authorities – Mondadori has increased its interest in Mondolibri S.p.A., to 100%, giving it exclusive control.

The Annual General Meeting of the Shareholders of Arnoldo Mondadori Editore S.p.A., which met today under the Chairmanship of Marina Berlusconi, approved the company’s Annual Report for the year ended 31 December 2009 and deliberated, in line with a proposal resolved by the board of directors on 23rd March and previously communicated to the market, to allocate the entire net profit for the year, amounting to €53,179,772.38 to the company’s extraordinary reserve, with a view to completing the ongoing restructuring process, pursue investments in growth areas and digital and take advantage of eventual development opportunities.

In his report to the shareholders, the Deputy Chairman and Chief Executive Maurizio Costa outlined the highlights of the group’s performance during 2009, already announced on 23 March.

The Shareholders also passed resolution on the following:

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

Following the expiry of the term fixed for the authorisation issued at the Annual General Meeting of 29 April 2009, the shareholders renewed authorisation to effect share buy-backs, up to the 15% 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.

On the basis of the authorisation that has now expired, Mondadori bought on the market a total of 2,270,000 of its own shares, at an average price of €2.69 per share, for a total of €6,127,428.

By taking account of the shares previously in the portfolio, the total number of shares comprising treasury stock is now 22,367,587 (8,62% of the share capital), of which. 17,850,101 are held directly in the Arnoldo Mondadori Editore S.p.A. portfolio and 4,517,486 are held by the subsidiary Mondadori International S.A..

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. Aims and underlying motivation

– 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;

– 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;

– 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;

– take advantage, where and when considered strategic for the company, of investment opportunities, also in relation to available liquidity.

2. Cap on the number of shares that may be bought

The authorisation requested applies to a limit of 15% of the company’s share capital, corresponding to 38,914,474 shares.

Given that the company currently, either directly or indirectly, holds a total of 22,367,587 shares or 8.62% of the share capital – the new authorisation gives to the board the faculty to buy a back a further 16,546,887 ordinary shares, corresponding to 6.38% of the share capital.

3. Method of acquisition and the price range

Buy backs would be effected on regulated markets as per art. 132 of the legislative decree of 24 February 1998 n. 58 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

This authorisation will remain valid until the approval of the Annual Report for the year to 31 December 2010, and in any case for a period of not more than 18 months from the date of the shareholders’ approval.

APPOINTMENT OF EXTERNAL AUDITORS

Following the expiry of the non-renewable contract with Reconta Ernst Young S.p.A. for the auditing of the company’s financial statements for the years 2001-2009, the Shareholders’ appointed Deloitte & Touche S.p.A. – on the basis of a proposal from the Statutory Auditors – to conduct an audit of the company’s annual reports and consolidated financial statements, as well as the limited audit of the interim reports for a period of nine years, from 2010 to 2018.

§

The company’s Annual Report for the year ending 31 December 2009 approved by the Annual General Meeting of the Shareholders, along with other documentation supplied in conformity with art. 77 of Consob regulation 11971/1999, will be made available from today at the company’s headquarters, at Borsa Italiana S.p.A. and on the web site www.gruppomondadori.it; minutes for the AGM will be available fro 12 May 2010.

Arnoldo Mondadori Editore S.p.A. has announced that documentation pertaining to the company’s forthcoming Annual General Meeting on 27-28 April 2010 is now available at the company’s corporate offices and Borsa Italiana S.p.A. Such documentation consists of:

– the company’s financial statements and balance sheet for the year to 31 December 2009, and the reports of the management, the board of statutory auditors and external auditors;

– illustrative reports by the directors regarding authorisation to effect buy backs of company shares and to utilise the same and a motivated proposal by the board of statutory auditors concerning the appointment of the external auditors.

The documentation is also available on the Mondadori web site www.gruppomondadori.it (in the “Investor Relations” section).

It should also be noted that a report on corporate governance and ownership structures is available at the corporate headquarters, Borsa Italiana S.p.A. and on the Mondadori web site www.gruppomondadori.it (in the “Corporate Governance” section)

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 22 and 26 February 2010, the company bought a total of 390,000 shares (corresponding to 0.15033% of the company’s share capital) on the automated share market at an average price of € 2.74347 per share, for a total of € 1,069,954.70, in the context of the authorisation of the company’s AGM, held on 29 April 2009 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

The details of the operations, as conducted daily, are indicated below:

Date N° of shares bought Weighted average price 22/02/2010 70,000 2.77189 23/02/2010 80,000 2.74986 24/02/2010 80,000 2.72590 25/02/2010 80,000 2.73052 26/02/2010 80,000 2.74275

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 17,850,101 of the company’s shares (or 6.88051% of the share capital).

The subsidiary Mondadori International S.A. helds a further 4,517,486 shares (corresponding to 1.7413% of the share capital).

Consequently, as of today the total number of shares held now amounts to 22,367,587 (or 8.62183% of the share capital).

***

It should be noted that the authorisation issued by the Shareholders 2009 limits the purchase of the company’s own shares to a maximum of 10% of the share capital, taking account of the shares already held in the portfolio by both the company and its subsidiaries. Given that 10% of the company’s share capital amounts to 25,942,983 ordinary shares and that the company, on the date of the authorisation issued by the AGM already held, either directly or indirectly through the subsidiary Mondadori International S.A., a total of 20,097,587 shares, the Shareholders consequently authorised the eventual buy back of an additional maximum of 5,845,396 ordinary shares, corresponding to 2.253% of the share capital.

The authorisation will expire on the approval by the AGM of the company’s accounts for the year to 31 December 2009.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree of 24 February 1998 n. 58 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.

It should also be noted that acquisition operations has been conducted in line with the norms foreseen by the EU regulation 2273/2003; in terms of daily volumes the company did 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.

The Board of Directors of Arnoldo Mondadori Editore S.p.A. will ask the forthcoming Annual General Meeting of the Shareholders to renew authorisation to effect share buy backs, following the expiry with the approval of the Annual Report for the year to 31 December 2009, authorisation already granted by the AGM of 29 April 2009, which had defined a limit of up to 10% of the share capital.

The Annual General Meeting of the Shareholders, scheduled for 27 April 2010 (or 28 April on an eventual second calling) will also be asked to authorise the use of shares involved in such buy back operations or already in the company’s portfolio, as per art. 2357 ter of the Civil Code.

The highlights of the Board of Directors’ proposal are as follows:

• Underlying motivation

The underlying reason for the request for authorisation to effect buy backs and make use of company shares is that it will allow the Board of Directors 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;

– use company shares, either bought or in the portfolio, for the exercise of rights, also conversion rights, deriving from financial instruments issued by the company, its subsidiaries or third parties;

– 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;

– take advantage, where and when considered strategic for the company, of investment opportunities, also in relation to available liquidity.

• Duration

The validity will extend to the approval of the Annual Report for the financial year 2010.

• Cap on the number of shares that may be bought

The proposed new authorisation relates – also in consideration of the increase in the number of shares that may be bought introduced by current legislation – a limit of 15% of the company’s share capital, taking account of the shares already held in the portfolio by both the company and its subsidiaries.

In particular, given that 15% of the company’s share capital corresponds to 38,914,474 shares and that the company currently holds, either directly or indirectly a total of 22,207,587 of its own shares, corresponding to 8.56% of the share capital, the new authorisation would give the Board the faculty to buy back a further 16,706,887 ordinary shares, corresponding to 6.44% of the share capital (taking account also of any eventual reduction resulting from further acquisitions made in the context of the current Shareholders’ authorisation).

• Method of acquisition and the price range

Buy backs would be effected on regulated markets as per art. 132 of the legislative decree of 24 February 1998 n. 58 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.

Consequently, the corresponding minimum and maximum price of sale will 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.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 15 and 19 February 2010, the company bought a total of 1,035,000 shares (corresponding to 0.39895% of the company’s share capital) on the automated share market at an average price of € 2.73130 per share, for a total of € 2,826,899.35, in the context of the authorisation of the company’s AGM, held on 29 April 2009 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

The details of the operations, as conducted daily, are indicated below:

Date N° of shares bought Weighted average price 15/02/2010 200,000 2.68858 16/02/2010 205,000 2.70299 17/02/2010 210,000 2.74544 18/02/2010 210,000 2.76253 19/02/2010 210,000 2.75427

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 17,460,101 of the company’s shares (or 6.73018% of the share capital).

The subsidiary Mondadori International S.A. helds a further 4,517,486 shares (corresponding to 1.7413% of the share capital).

Consequently, as of today the total number of shares held now amounts to 21,977,587 (or 8.47150% of the share capital).

***

It should be noted that the authorisation issued by the Shareholders 2009 limits the purchase of the company’s own shares to a maximum of 10% of the share capital, taking account of the shares already held in the portfolio by both the company and its subsidiaries. Given that 10% of the company’s share capital amounts to 25,942,983 ordinary shares and that the company, on the date of the authorisation issued by the AGM already held, either directly or indirectly through the subsidiary Mondadori International S.A., a total of 20,097,587 shares, the Shareholders consequently authorised the eventual buy back of an additional maximum of 5,845,396 ordinary shares, corresponding to 2.253% of the share capital.

The authorisation will expire on the approval by the AGM of the company’s accounts for the year to 31 December 2009.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree of 24 February 1998 n. 58 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.

It should also be noted that, in terms of price and daily volumes, acquisition operations are conducted in line with the norms foreseen by the EU regulation 2273/2003, and that, 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.