2015

The Board of Directors of Arnoldo Mondadori Editore S.p.A., held on today’s date, examined and approved the half year financial report at 30 June 2015 presented by the CEO Ernesto Mauri.

GROUP PERFORMANCE AT 30 JUNE 2015

In the first half year period of 2015 net consolidated revenues amounted to euro 517.1 million, down 4.8% against euro 543.3 million of the same period in 2014. A progressive improvement (-3.3%) was recorded in the second quarter against the performance of the first quarter (-6.2%).

EBITDA before non-recurring items registered an increase of 32%, from euro 18.1 million in the first half of 2014 to euro 23.8 million this year, with a percentage on revenues rising from 3.3% to 4.6%; consolidated EBITDA improved by 7.9%, totalling euro 19 million vs. euro 17.6 million of 30 June 2014. The recovery of profitability is even more significant net of non-recurring items (which had a negative impact on the result for approximately euro 5 million, mainly due to restructuring costs).

This performance is the result of a rigorous management policy. In particular:
– the majority of the business areas posted reduced incidence of the cost of goods sold, specifically the Book Area and the Retail Area, due to a more effective management of operating processes and to a targeted pricing policy;
– the rising incidence of variable costs on revenues is mainly attributable to the Magazines France Area and is referred to increased mail tariffs for subscriptions;
– the reduction in fixed costs is higher than the drop in revenues and was also reached through the implementation of a cost containment policy for third party services and rents;
– employee headcount at the end of the half year period was down by 144 people (-4.5%) against the first half year of 2014, due to the ongoing review of the organizational structures; cost of personnel consequently dropped by 4.6% against the previous year, essentially in line on revenues (20.9%).

Quarter after quarter, this result confirms the greater efficiency achieved by the Group across all business areas, especially in the Books and Magazines Italy Areas, as a result of the industrial and organizational review implemented over the last two years.

In the first half year of 2015, consolidated EBIT amounted to euro 9.2 million, up 32% against euro 7 million posted in the same period of 2014, as a result of the above-mentioned increased EBITDA and reduced amortization and depreciation.

Consolidated profit before taxes is positive for euro 0.6 million against euro -5.3 million at 30 June 2014; in the first half year of 2015, financial costs amounted to comprehensively euro 8.5 million, considerably down against euro 12.3 million of the same period in 2014, as a result of reduced average net debt for the period and average total cost.

Taxes in the period totalled euro 2.8 million (euro 2.1 million in the first half year of 2014).

Consolidated net result from continuing operations, after minority interest, was negative for euro 3.4 million, remarkably up against the euro 8.6 million loss registered at 30 June 2014.

The result from discontinued operations in the first half year of 2015, negative for euro 8.8 million, includes the same-period result of the Radio business area (up from euro -2.5 million at 30 June 2014 to euro -1.8 million) as well as depreciation of Monradio operations in order to bring their value in line with the fair value resulting from the offer received on 30 June 2015 by R.T.I. S.p.A.

The Group’s net financial position at 30 June 2015 was equal to euro -326.5 million, up against euro -368.9 million of 30 June 2014 as a result of the significant Group’s cash generation – especially from operations – over the last twelve months; the comparison with the value at 31 December 2014 (euro -291.8 million) includes the effects of the seasonal fluctuations typical of the business.

At 30 June 2015, cash flow from operations in the last twelve months is positive for euro 59.6 million; ordinary cash flow (after cash-out relative to financial charges and taxes for the period) is equal to euro 31.5 million, continuing the rising trend registered in the four previous quarters.

Cash flow from extraordinary operations is positive for euro 10.9 million despite cash-out for restructuring actions, and results from the capital gain deriving from the disposal of an asset in the Retail Area and from the collection of tax receivables accrued in previous years.

BUSINESS AREAS

• BOOKS

In the first six months of 2015, the Trade Books area continued the trend already shown in the first quarter, down 2.7% vs. 30 June 2014 (source: GFK, value in June).

In this context, Mondadori Group confirmed its position as market leader with a 24.4% market share.

During the period, the Group has 4 titles in the ranking of the 10 top bestsellers books and was awarded the Strega Prize 2015 with La ferocia written by Nicola Lagioia (Einaudi) and the Strega Giovani Prize 2015 with Chi manda le onde written by Fabio Genovesi (Mondadori).

In the first six months of 2015, Mondadori Group’s Books Area recorded revenues for euro 123 million, down by 4.3% against euro 128.5 million of the same period of 2014.

Revenues from the Trade Books registered a higher decline than the market, influenced by a selective publishing policy aimed at increasing profitability. Mondadori’s positive performance in the second quarter benefited from the distribution of Grey, the new novel by E.L. James, which continues the Fifty shades of grey trilogy: launched on July 3rd in 500,000 copies, Grey is already an outstanding bestseller, with over 200,000 copies sold in the first two weeks.

Revenues from the download of e-books rose by 18.6% against the first six-months of 2014, with a 6.1% share of digital sales on the total revenues of Trade Books (4.7% at 30 June 2014).

In the first six months of 2015, revenues from Educational Books grew by 12.4% against the same period of 2014. The Education segment is characterized by the seasonal effects of the school textbook business, whose revenues are typically generated in the second half of the year.

EBITDA in the Books Area, net of non-recurring items, despite dropping revenues (-4.3%), posted a significant increase (+65.8%) from euro 5.1 to 8.5 million as a result of a more effective management of operating processes deriving from the radical restructuring process implemented in the Trade Area. Concurrently, the actions aimed at reducing fixed costs and cost of personnel continued.

Reported EBITDA, including a higher incidence of restructuring costs compared to last year (euro 3.2 million in 2015 against 0.5 million in 2014), which were concentrated in the first part of 2015, is equal to euro 5.2 million, up by approximately 12% against the same period of 2014 (euro 4.7 million).

• MAGAZINES ITALY

In Italy, despite the negative scenario recorded in the market in terms of both circulation – down by 6.5% (internal source, newsstand channel, in May) – and sales from advertising – down by 3.6% (source: Nielsen, in May) – Mondadori confirmed its position as market leader with a 32.3% market share in circulation.

Overall revenues of the Magazines Italy Area amounted to euro 153 million, down by 6.1% (-5.7% on a like-for-like basis, considering magazines sold in March 2014), against euro 162.9 million in the first six months last year.

More specifically, revenues from circulation decreased by 7.6% (-6.8% on a like-for-like basis), however showing a significant recovery in the second quarter compared to first-quarter data.

The drop results from the combined effect of the reference market performance and of the rigorous policy adopted in the selection of the most profitable promotional initiatives.

Revenues from advertising sales in the print segment dropped by 6.3% (-6% on a like-for-like basis), while web advertising (-0.7%) performed better than the reference market trend (-2.2% source: Nielsen, in May), posting a +2.5% growth in the second quarter of the year, also thanks to the positive results of Grazia.it (+7.3% against the first six months of 2014). On the whole and on a like-for-like basis, sales from advertising on Mondadori (print + web) brands dropped by 5.6% during the same period.

Revenues from add-on products decreased by 10.6% against the first six months of 2014 as a result of rationalization actions aimed at support profitability, even if they post a progressive recovery vs. the first quarter of 2015.

EBITDA of the Magazines Italy Area, net of non-recurring items, posted a remarkable improvement, up 28.6% (from euro 8.2 million to euro 10.5 million) as a result of the effective review of the publishing and operating organization as well as of promotional activities, despite the downward revenue trend determined by market conditions and by project selection policies.

Reported EBITDA confirmed the growth trend, rising from euro 9.1 to 9.8 million as a result of the above-mentioned actions and of the progressive recovery of advertising sales, even if the first half year of 2014 benefited from non-recurring items amounting to approximately euro 1 million, deriving from the contribution to Mediamond.

Traffic data show an overall audience rate equal to 6.7 million unique users with a 41% growth against the same period of the previous year (source: Audiweb, in May), also thanks to the performance of Grazia.it (+38%) and Panorama.it (+11%).

• MAGAZINES FRANCE

In France, the magazines market showed a downward trend, both in advertising sales (-10.9% in May, source Kantar Media) and in circulation, which is down 5.2% in the newsstand channel (in May, internal source, excluding the extraordinary edition of Charlie Hebdo in February, which influenced the French magazines market in the first half year).

In the first six months of 2015, revenues from Mondadori France equalled euro 166.6 million, down 2% against euro 169.9 million in the same period in 2014, essentially confirming the trend of the first quarter.

Revenues from circulation (approximately 75% of total revenues) recorded a slight decline (-1.9%) against the previous year. In particular:
– the newsstand channel recorded a 7.3% reduction; the comparison with 2014 results is affected by the exceptional performance of January 2014, resulting from the publication of the “Hollande scoop” on Closer; net of such exceptionality, revenues from circulation dropped by –5,2%, in line with the reference market;
– on the other hand, the subscription channel posted a 0.6% growth, partly off-setting the newsstand channel decline.

Revenues from advertising sales (print + web) were down 5.2% against the same period of 2014, but performance differed between offline and online products: digital advertising (14% of total advertising revenues) grew over 23%, partially offsetting the drop in traditional print advertising (-8.5%), performing better than the reference market.

Mondadori is confirmed as second top player in the magazine advertising market, with a market share (in volume) of 10.3%.

EBITDA, net of non-recurring items, is stable against last year, totalling euro 16.1 million, even if the first half year of 2014 benefited significantly from the “Hollande scoop” published in January by the magazine Closer.

Mondadori France has continued the process of rationalizing structures and containing editorial costs, and it will be extended through 2015 in order to further adjust the organization to market changes and to sustain profitability, also limiting the impact of the increased postage fees associated with subscriptions and of some promotional investments. Reported EBITDA, equal to euro 14.4 million, is down 5.7% against the first half year of 2014 (euro 15.3 million), due to higher restructuring costs.

The fall in traditional activities stopped at 3.5%, while diversification activities (about 8% of total revenues) grew by 18.2% mainly as a result of the development of digital activities (+18.6%), with special emphasis on the growth of advertising sales of the properties (+23.5%).

The total number of readers of Mondadori France magazines reached 8.3 million unique users, up approximately 19% against 2014, also as a result of the progressive digitalization of the editorial teams.

• RETAIL

In the first six months of 2015, the Retail Area posted revenues for euro 85.7 million, down 7.4% against euro 92.6 million of the same period last year (in line with the trend of the first quarter), mainly as a result of the disposal of the flagship store located in corso Vittorio Emanuele in Milano.

Books are the predominant product category (77% of the total) and outperform the reference market on a like-for-like basis by approximately 3 percentage points.

Revenue highlights from the single sales channels: direct bookstores are substantially stable (-0.6%); franchise bookstores are substantially stable in the books category, with a drop in the non-book sector; the book category in megastores (on a like-for-like basis) posted a positive performance and consumer electronics started to grow again; the online channel grew (+2.5%), especially for books, which outperformed the market by over 5 percentage points (+8.5% vs. +3.1% of the market); the trend in the book club segment is in line with the structural decline expected in the medium-term development plan (-13.5%).

EBITDA of Mondadori Retail, net of non-recurring items, totalled euro -3.2 million, clearly up (+37.1%), against euro -5.1 million in the same period of 2014. This result derives from two main elements:
– the improved product margin, especially in the book category and in consumer electronics, achieved thanks to actions aimed at network and format review (during this half year, the new megastore was opened in via San Pietro all’Orto, in Milano, in June), promotion containment and well-studied product assortment;
– the extended implementation of cost reduction measures determined a lower incidence of promotional expenses and a significant reduction in personnel costs and overhead.

This increase, compared to the first six months of 2014, is visible in the majority of the sales channels. Reported EBITDA remarkably improved in the first half year period, from euro -5.5 million in the first six months of 2014, which included restructuring costs for euro 0.4 million, to euro -2.8 million of the same period this year.

• DIGITAL

In the first half year, total revenues from digital activities posted a 8% increase against 30 June 2014 (euro 25.6 million against euro 23.7 million at 30 June 2014). The incidence of digital activities on the Group’s total revenues is 5%, against 4.4% in the first six months of last year.

The purely digital activities that cut across all business areas posted increased revenues by 12.1% against the first six months of 2014.

The digital marketing service activities posted revenues for euro 6.2 million, down from euro 6.4 million in 2014, as a result of the shift of some projects relative to Cemit traditional activities, only partially offset by the launch of digital and multimedia products.

OUTLOOK FULL YEAR 2015
During this half-year period, the Group carried on the process aimed at strategically rationalizing portfolio activities and some non-core assets disposal in order to further strengthen its competitive position in the core businesses and eventually exploit any upcoming opportunities. This strategy includes the already mentioned transfer of the majority interest of the Group’s radio business.

Based on the Group’s positive performance in these first six months, on the ongoing optimization of operating processes and cost structure, as well as on the measures aimed at mitigating the downturn in revenues due to the performance of the market, it is reasonable to confirm the 2015 projections of a growing EBITDA at Group level.

Consistently with the description above and notwithstanding the higher investments and possible changes in the Digital Area aimed at ensuring future development of the Group, the net financial position is also expected to improve against 2014 year end.

The documentation relating to the presentation of the first half-year period results is made available to the public on the authorized storage device 1info (www.1info.it) and on www.gruppomondadori.it (Investor Relations section).

The Executive Manager responsible for drafting the corporate accounting documentation – Oddone Pozzi – hereby declares, pursuant to Art. 154 bis, par. 2, of the Finance Consolidation Act, that the accounting documentation contained in this press release corresponds to the Company’s accounting entries, books and results.

Arnoldo Mondadori Editore S.p.A. acquires from Gruner und Jahr Management GMBH, a company of the Bertelsmann Group, 50% of the share capital of the joint-venture Gruner+Jahr/Mondadori S.p.A., of which Mondadori already holds 50%.

This operation will give Mondadori 100% ownership of Gruner+Jahr/Mondadori S.p.A. and exclusive control of the company.

“The acquisition of 100% of Gruner+Jahr/Mondadori is in line with our strategy of consolidating the Group’s leadership in the Italian magazine market by concentrating on the strongest titles with the greatest potential for digital development”, declared Ernesto Mauri, chief executive of the Mondadori Group. “These include Focus, Italy’s most widely read magazine and a perfect example of how a highly successful magazine can become the hub of a multichannel system, from takes in print, to the web, social media and TV. The portfolio includes digital brands such as Nostrofiglio.it portal, which in just a few years has become leader in the parenting segment with a positioning that will integrate perfectly with out current offer”, Mauri concluded.

Gruner+Jahr/Mondadori, the joint venture established in 1990 between the Mondadori Group and Gruner+Jahr, publishes Focus, Italy’s most widely read magazine, with over 5 million readers monthly and total average monthly sales of 367,000 copies in 2014. The success of Focus has also created the spin-offs Focus Storia (total average sales of 86,000 copies in 2014), Focus Junior (total average sales of 117.000 copies in 2014), as well as Focus Pico and Wild. In 2005 the company launched the Italian edition of the international brand Geo.

Alongside the magazines, the company has a network of websites including Focus.it (3 million unique users) and the parenting portal Nostrofiglio.it (2.9 million average unique users January-May 2015).

Gruner+Jahr/Mondadori recorded total revenues in 2014 of €22.9 million.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., held today, granted to the CEO the power to proceed with the offer received by R.T.I. S.p.A., a company fully owned by Mediaset S.p.A., in relation to the acquisition of 80% of Monradio S.r.l., a company wholly owned by Arnoldo Mondadori Editore S.p.A. controlling R101 radio.

The offer includes a period of exclusivity until maximum 20 September 2015.

The signing of the preliminary agreement is subject to the outcome of the due diligence and to the approval by the competent boards of the Mediaset Group.

The transaction, defined as a related party transaction, is subject to the provisions set out in Consob Regulation 17221 of 12 March 2010, as subsequently amended (“Consob Regulation”) and to the relative procedures adopted by Arnoldo Mondadori Editore S.p.A. and Mediaset S.p.A.

Arnoldo Mondadori Editore S.p.A. informs that it has submitted a binding offer to RCS MediaGroup S.p.A. to acquire the entire stake of RCS Libri S.p.A., equal to 99.99% of the share capital, as well as all the additional assets and activities comprising the books division of RCS MediaGroup. The offer was submitted within the terms of the exclusivity period, already disclosed to the market, started last 6 March 2015.

Tomorrow sees the opening, in centre of Milan, of the new Mondadori Megastore in via San Pietro all’Orto 11. A place for encounters between people and with books where the buying experience becomes a voyage of exploration and discovery: as well as books, the core of the store’s assortment, visitors will also find a range of entertainment offers, services and a Café area.

The Megastore in via San Pietro all’Orto is the first example of bookstore with an innovative concept in the layout and a different formula in the assortment. The opening of this new outlet, alongside the Duomo and via Marghera stores in the city, is a continuation of the consolidation plan for the Retail activities of the Mondadori Group, which has the most extensive network of bookstores in Italy, with over 600 outlets around the country.

“The launch of the new format Megastore in San Pietro all’Orto is an important step in the development process of our activities in the Retail sector, one of our core businesses,” declared Ernesto Mauri, chief executive of the Mondadori Group. “We are leader in the book market and, for a publisher like us, being able to depend on a such an extensive chain of bookshops across the country is certainly an enormous strategic asset and a privileged way of being in direct contact with consumers, given that, every year, over 20 million people come into our stores and speak to us.” Mauri concluded.

“The development of the offer, the buying experience, the enhancement of the product, services and a comfortable environment: these are the key elements that have inspired us in the work of innovating the traditional bookshop and making it a model that enables us to get closer, and with greater frequency and satisfaction, to the worlds of culture and entertainment,” explained Mario Maiocchi, managing director of Mondadori Retail.

The design and layout of the Mondadori Megastore in San Pietro all’Orto was overseen with Mondadori Retail by the Milan-based design studio Migliore + Servetto Architects. On three levels and with a total floor space of 750 square metres, the store is characterised by a display system that with a light-touch design and rich chromatic feel and materials, highlights the real protagonists, books, which visitors are invited to touch, open and look through. A broad central staircase creates a vertical link between the three levels and leads the visitor through a ambience marked by the contemporary and the traditional where the red of Mondadori – the distinguishing element of the staircase and all of the signage – mixes with the green and the white of the metal fittings.

The design combines welcome areas with displays to create an innovative relationship with visitors who are free to move around according to their needs and interests. The Mondadori Megastore is a place to spend time and to return to, for those who love reading with comfortable chairs and a wide assortment that ranges from literature to comics and foreign-language books, organised as follows:

• the ground floor is home to the MARKETPLACE, with the most recent publications, stationery and gift box selections, as well as technology products, alongside a new customer assistance and after-sales service Help;

• the first floor is devoted to BOOKS&CAFÉ, where the store’s extensive book offer is located, with the Comics area and stationery store, as well as the Mondadori Café, developed along with Cibiamogroup, a leading company in quality fast food services: an area of encounter, inside the store, where adults and children, from 9 am until 11 pm everyday, will find selected products and simple recipes, all reflective of the best Italian tradition. The Café will also host meetings with authors and book presentations;

• the lower-ground floor also has a KIDS zone for children and teenagers: an area that brings together the physical and digital dimension thanks to touchwalls, designed to amuse and stimulate the imaginations of young readers through drawing and group games.

And the focus on the customer doesn’t end with the physical space of the Megastore, but also comes alive through an integrated system of digital services and tools linked to the web site Mondadoristore.it and, from today, with the new Mondadori Card app, available for both Apple and Android smartphones, which allows Mondadori Card holders to manage, even more conveniently than before, their profile and with the new store locator function, to receive information about events and initiatives in their nearest Mondadori store. Customers of the store will also soon be able to access the new book on demand service which offers readers a catalogue of over 7 million titles from across the world.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., held on today’s date and chaired by Marina Berlusconi, examined and approved the interim report at 31 March 2015 presented by the CEO Ernesto Mauri.

GROUP PERFORMANCE AT 31 MARCH 2015
In the first quarter of 2015 net consolidated revenues amounted to euro 251.7 million,
down 6.2% against euro 268.3 million of the same period in 2014.

Consolidated EBITDA totalled euro 5.9 million, up 4.7% against euro 5.6 million of 31 March 2014. The recovery in profitability is even more significant net of non-recurring items (reflecting a negative impact on the result of the quarter for approximately euro 1.5 million mainly due to restructuring costs); EBITDA before non-recurring items registered growth by over 48%, increasing from euro 5 million of the first quarter of 2014 to euro 7.5 million of the first quarter of 2015, with a percentage incidence on revenues rising from 1.9% to 3%.

This performance is the result of the implementation of a rigorous policy targeting the reduction of the main cost items:

• reduced cost incidence on sold items obtained in the majority of the business areas: specifically in the Books Area due to a more effective management of operating processes, and in the Retail Area;
• the reduction in fixed costs is essentially consistent with the reduction in revenues and was obtained through the implementation of a cost containment policy on third party services and rents;
• the number of employees at 31 March 2015 (3,083 employees) was reduced by 187 people (-5.7%) against the first quarter of the previous year, due to the ongoing re-organization of the company structures; cost of personnel dropped consequently by 6.7%.

The result obtained confirms, with a remarkable acceleration, the Group’s improved efficiency resulting from the actions undertaken in the last two years, aimed at re-defining the industrial structure and organization.

In the first quarter of 2015 consolidated EBIT amounted to euro 0.7 million, up against euro 0.1 million posted in the same period of the previous year, as a result of increased EBITDA and reduced amortization and depreciation (from euro 5.5 million to euro 5.2 million).

Consolidated profit before taxes is negative for euro 3.8 million against euro -5.9 million at 31 March 2014; in the first quarter of 2015, financial costs amounted to comprehensively euro 4.4 million, considerably down against euro 6 million of the same period of the previous year, as a result of reduced average net debt for the period and average total cost.

Consolidated net result, after minority interest, is negative for euro 4.7 million, up against a loss of euro 6.4 million registered at 31 March 2014.

The Group’s net financial position at 31 March 2015, equal to euro -319.2 million, increased substantially against euro -396.5 million of 31 March 2014 as a result of the significant Group’s cash generation in the last twelve months and it includes the effects of the seasonal fluctuations typical of the business (euro -291.8 million at 31 December 2014).

At 31 March 2015, cash flow from operations in the last twelve months is positive for euro 56.6 million (euro 47.2 million at 31 December 2014); cash flow deriving from operations (after outlays relative to financial costs and taxes for the period) is equal to euro 28.6 million, continuing the rising trend registered in the two previous quarters (euro 18.8 million at 31 December 2014 and euro 9.8 million at 30 September 2014).

Cash flow from extraordinary operations is positive for euro 48.7 million (euro 52.6 million in 2014) despite outlays for restructuring costs (euro 18 million) and is mainly attributed to the Company’s capital increase transaction (June 2014) and the capital gain deriving from the transfer of an asset in the retail area (December 2014).

BUSINESS AREAS

• BOOKS

In the first quarter of 2015 the trade Books market in Italy posted a 2.9% reduction (GFK at March): in this context the Mondadori Group confirmed its leadership with a 24.9% market share, essentially maintaining the share in line with the previous year. In the period the Group has 4 titles in the ranking of the 10 bestselling books.

In the first quarter of 2015 revenues in the Books Area amounted to euro 55.8 million, down 1.8% against euro 56.8 million of the same period in 2014.

Revenues from e-books grew by 23% against 31 March 2014.

EBITDA of the Area dropped from euro 1.3 million in the first quarter of 2014 to euro 0.3 million as a result of a greater incidence of restructuring costs (euro 2.3 million in 2015 against euro 0.2 million in 2014), mainly concentrated in the first part of the year; net of non-recurring items, despite dropping revenues, EBITDA increased by 87.8%, up from euro 1.4 to euro 2.7 million, as a result of a more effective management of operating processes deriving from the radical revision of the Trade Area. Concurrently, the actions aimed at reducing fixed costs and cost of personnel have continued.

• MAGAZINES ITALY

As for magazines Mondadori confirms its leadership with a 31.8% market share.

In the first quarter of 2015 overall revenues of the Magazines Italy Area – which, following the transfer of advertising sales activities to Mediamond, also includes the activities of the Advertising Area – amounted to euro 74.6 million, down 11.9% against euro 84.7 million of the first quarter of 2014 (-11.2% on a like-for-like basis).

Revenues from circulation – down 11.3% (-9.8% on a like-for-like basis) – was influenced by the rigorous policy implemented for the selection of the most profitable initiatives, a different scheduling of add-on sale activities and, also, by the performance of the markets of reference.

Revenues from advertising sales in the printed media dropped by 5.7% (-5.1% on a like-for-like basis) against a market dropping by 6.2% (source Nielsen, data at February); advertising sales in web sites (-5.1%) showed a performance essentially in line with the trend registered in the market of reference (-5.3%: source Nielsen; data at February).

Revenues from international activities posted a performance essentially in line with the previous year (+0.2%).

In the period Grazia Turkey was launched, which increased to 24 the number of the international editions of the magazine. After one year of publication, the first international edition of Il mio Papa was launched last March in Germany (with circulation also in the German area of Switzerland, Austria and Liechtenstein). As of today’s date agreements for a total of 10 international editions of the magazines have been stipulated.

EBITDA of the Area dropped from euro 6.9 million to euro 6.3 million, down 9.2% due to advertising sales, whose margin was reduced by euro -1.5 million against euro -0.6 million of the first quarter of the previous year in which non-recurring items, amounting to approximately euro 1 million, reflected the effect of the transfer transaction to Mediamond; net of non-recurring items, EBITDA of the Area increased by 9.5% as a result of the important re-organization implemented in the editorial and operating structures, despite the significant revenue reduction determined by market conditions and the implementation of rigorous policies for the selection of projects.

• MAGAZINES FRANCE

In France, the magazines market showed a dropping trend for advertising sales (-7.7%; source Kantar Media, data at February) and circulation (newsstand channel -6.5% at March; internal source). In this context revenues of Mondadori France amounted to euro 79.9 million, down by 2.2% against euro 81.7 million of the first quarter of 2014.

The reduction in revenues, reflecting market performance, was mitigated by the positive performance of subscriptions (+0.4%) and increased advertising sales in the digital area (+26%).

Reported EBITDA, equal to euro 4.8 million, was down by 7.2% (euro -0.4 million) against the first quarter of 2014.

Mondadori France continued the process for the rationalization of structures and the implementation of the policy targeting editorial cost containment. These actions are expected to be maintained throughout 2015 with a view to further adjusting the organization to the changes occurred in the market, limiting also the impact of the increased mail tariffs associated with the management of subscriptions and a few investments in promotions.

Net of non-recurring items, EBITDA is down by euro 1.1 million against the first quarter of the previous year, the period benefiting from the “Hollande scoop” by the Closer magazine.

• RETAIL

In the first three months of 2015, the Retail Area posted revenues of euro 44 million, down by 6.8% against euro 47.2 million of the same period of the previous year, also as a result of the transfer completed in 2014 of the flagship store located in corso Vittorio Emanuele in Milan.

The breakdown of store revenues shows the predominance of books (77% of the total) with a better performance than the reference market by approximately 1 percentage point.

The revenues of the channels showed the positive performance of direct bookstores (+4%), a slight reduction in the franchising segment (-3.2%), a steady performance of Megastores net of the transfer of the flagship store of corso Vittorio Emanuele in Milan, and an increase in online sales (+12%), while the performance of the Bookclubs continued to reflect the expected structural downturn (-13.5%)

In the period Mondadori Retail posted EBITDA, net of non-recurring items, equal to euro -1.9 million, sharply up (+44.1%) against euro -3.4 million of the corresponding period in 2014.

This increase, compared to the first three months of 2014, cut across the majority of the sales channels.

Reported EBITDA improved remarkably against the same period of the previous year, when it included restructuring costs for euro 0.3 million.

• RADIO

In the first three months of 2015, R101, though posting reduced advertising sales compared to 2014 (gross advertising sales equal to -4.8%), reached total revenues for euro 2.9 million, up 9.5% against euro 2.6 million of the first quarter of 2014, including revenues relative to the television channel that started operations in June of last year.

EBITDA, net of non-recurring items, negative for euro 1.3 million (euro 1.2 million in the first quarter of 2014), reflected higher costs of promotion of the television channel, compensated by the cost reduction actions implemented in the technical and artistic area.

EBITDA including non-recurring items increased from euro -1.2 million of the first quarter of 2014 to euro -1.1 million of the first quarter of 2015, benefiting from the positive contribution deriving from the transfer of a transmission system for euro 0.2 million.

• DIGITAL

In the quarter total revenues from digital activities were up 9.3% against 31 March 2014 (euro 12.6 million against euro 11.5 million at 31 March 2014). The incidence of digital activities on the Group’s total revenues grew to 5% against 4.3% of the first quarter of last year.

Digital marketing services, including the integration of traditional direct marketing services offered by Cemit with those promoted by Kiver, posted revenues of euro 3.1 million, down from euro 3.4 million of 2014 as a result of delayed orders relative to Cemit traditional activities and only partially compensated by the launch of digital and multimedia products.

Purely digital activities cutting across all business areas posted increased revenues by 16% against the first quarter of 2014.

OUTLOOK FULL YEAR 2015
Based on the Group’s performance in the first months of 2015 and the optimization actions targeted to operating processes and cost structure of all business areas, as well as the measures aimed at mitigating the downturn in revenues resulting from market performance, it is reasonable to confirm the 2015 estimate of a sustained growth in Group’s operating EBITDA as already indicated in the presentation of the financial statements at 31 December 2014. In parallel, activities focused on a rigorous evaluation of the possible disposal of the Group’s non-core assets are continued.

Consistently with the description above and notwithstanding the higher investments and eventual changes in the Digital area, the net financial position is also expected to improve towards 2014 year end.

This interim report at 31 March 2015 is made available at the Company’s legal offices, on the authorized storage device (www.1Info.it) and on www.gruppomondadori.it (Investor Relations section). The minutes of the ordinary Shareholders’ Meeting held on 23 April 2015 is also made available at the Company’s legal offices, on the authorized storage device (www.1Info.it), and on www.gruppomondadori.it (Governance section ). The documentation relating to the presentation of the results for the interim report at 31 March 2015, will be made available through the authorised storage mechanism 1Info (www.1info.it) and in the Investor Relations section of the company’s website www.gruppomondadori.it

The Executive Manager responsible for the drafting of the corporate accounting documentation – Oddone Pozzi – hereby declares, pursuant to Art. 154 bis, par. 2, of the Finance Consolidation Act, that the accounting documentation contained in this press release corresponds to the Company’s accounting entries, books and results.

The Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., held on today’s date and chaired by Marina Berlusconi, examined the 2014 consolidated financial statements, showing a positive net result of euro 0.6 million and approved the financial statements of Arnoldo Mondadori Editore S.p.A. at 31 December 2014. The Shareholders’ Meeting also resolved to entirely cover the year’s loss of the parent company – equal to euro 12,888,013.64 – through the utilization of reserves for an equal amount in accordance with the proposal made by the Board of Directors.

In his report, the CEO Ernesto Mauri illustrated the Group’s key highlights in 2014, as already communicated last 12 March 2015.

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

APPOINTMENT OF THE BOARD OF DIRECTORS

The Shareholders’ Meeting appointed a new Board of Directors composed of the following members: Marina Berlusconi (Chairman), Ernesto Mauri, Pier Silvio Berlusconi, Oddone Maria Pozzi, Pasquale Cannatelli, Bruno Ermolli, Roberto Poli, Danilo Pellegrino, Alfredo Messina, Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi, Mario Resca and Cristina Rossello.

The Board of Directors’ composition complies with the provisions set out in Article 147-ter, par. 1- ter of Italian Legislative Decree No. 58/1998 in the matter of gender balance.

The curricula of the Board of Directors’ members are made available in the Company’s web site at www.gruppomondadori.it (Governance section).

The entire Board of Directors was appointed based on the only slate presented for the scheduled Shareholders’ Meeting, filed by the majority shareholder Fininvest S.p.A., and will remain in office for three financial years, until the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2017.

The directors Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi and Cristina Rossello meet the requirements for independent directors set out in Article 148, par. 3, of Italian Legislative Decree No. 58/1998. It should be noted that the Board of Directors met after the Shareholders’ Meeting and verified that the aforementioned directors comply with the requirements for independent directors in accordance with the Governance Code of listed companies promoted by Borsa Italiana S.p.A. (“Governance Code”).

The Board of Directors confirmed Ernesto Mauri as CEO, vesting him with the relevant powers of management.

The Board of Directors also appointed the members of the following committees in compliance with the principles established by the Governance Code adopted:

• Control and Risk Committee: Angelo Renoldi (Chairman), Marco Spadacini and Cristina Rossello;
• Remuneration and Appointments Committee: Marco Spadacini (Chairman), Bruno Ermolli and Cristina Rossello;
• Committee for Related Party Transactions: Angelo Renoldi (Chairman), Cristina Rossello and Marco Spadacini.

Moreover, Oddone Maria Pozzi was confirmed Executive Manager responsible for the drafting of the corporate accounting documentation.

APPOINTMENT OF THE BOARD OF AUDITORS AND OF THE CHIEF STATUTORY AUDITOR

The Shareholders’ Meeting appointed a new Board of Auditors, composed of the following members: Ferdinando Superti Furga (Chief Statutory Auditor), Francesco Antonio Giampaolo e Flavia Daunia Minutillo (Standing Statutory Auditors); Francesco Vittadini, Annalisa Firmani ed Ezio Maria Simonelli (Substitute Statutory Auditors).

The Board of Auditors’ composition complies with the provisions set out in Article 148, par. 1- bis of Italian Legislative Decree No. 58/1998 in the matter of gender balance.

The curricula of the Board of Auditors’ members are made available in the Company’s web site at www.gruppomondadori.it (Governance section).

The entire Board of Auditors was appointed based on the only slate presented for the scheduled Shareholders’ Meeting, filed by the majority shareholder Fininvest S.p.A., and will remain in office for three financial years, until the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2017.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES

Given the approaching expiry of the previous authorization resolved on 30 April 2014, 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 Article 2357-ter of the Italian Civil Code.

During the period covered by the aforementioned authorization approaching its expiry, the Company did not buy treasury shares either directly or indirectly through subsidiaries. The Company sold the treasury shares in its portfolio through a private placement that was completed on 18 June 2014. Therefore, at the date of the Shareholders’ Meeting, the Company does not own any treasury shares either directly or indirectly through its subsidiaries.

Here below is the information provided relating to the purchase plan authorized by the Shareholders’ Meeting also with reference to the provisions of Article 144-bis of Consob Regulation No. 11971/1999:

1. Motivations

• to use the treasury shares purchased as compensation for the acquisition of interests within the framework of the Company’s investments;
• to use the treasury shares purchased against 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 exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
• to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to sell treasury shares against the exercise of option rights for the relevant purchase granted to the beneficiaries of the Stock Option Plans established by the Shareholders’ Meeting.

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. Considering that, as above indicated, the Company does not own to date, either directly or indirectly, treasury shares, the new authorization attributes therefore to the Board of Directors the power to purchase up to maximum No. 26,145,834 shares equal to 10% of the share capital.

3. Criteria for purchasing Treasury Shares and indication of the minimum and maximum purchasing cap
Purchases shall be made on the regulated markets pursuant to Article 132 of Italian Legislative Decree n. 58/1998 and Article 144 bis, par. 1, letter B of Consob Regulation n. 11971/1999 according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals and also in compliance with any additional applicable regulations.

The minimum and maximum purchase price is determined under the same conditions established by the preceding Shareholders’ Meeting authorisations and, therefore, 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 will be completed in compliance with the conditions established in Article 5 of EC Regulation n. 2273/2003, and, specifically:

• the Company shall not purchase treasury shares at a price higher than the higher between the price of the latest single transaction and that of the highest single bid traded in the regulated market in which such purchase takes place;
• in terms of daily purchase volumes, the Arnoldo Company shall not purchase a quantity of shares higher than 25% of the daily average volume of Mondadori Editore S.p.A. shares traded in the regulated market in the 20 trading days preceding the dates of purchase.

Any completed transaction shall be subject to disclosure pursuant to the terms and criteria set out in Article 87-bis of Consob Regulation No. 11971/1999.

4. Duration
The authorization to purchase treasury shares shall last until the approval of the financial statements at 31 December 2015 and in any case for a period not exceeding 18 months from the effective date of the resolution made by the Shareholders’ Meeting.

REMUNERATION REPORT

The Shareholders’ Meeting also provided its favourable opinion on the first Section of the Remuneration Report regarding the policy adopted for the 2015 financial year in the matter of remuneration to directors and executive managers with strategic responsibilities.

The minutes of the Shareholders’ Meeting shall be made available according to the criteria and terms established by law.

Mondadori’s 2014 Report, drafted in accordance with the most up-to-date version (GRI-G4) of the Global Reporting Initiative (GRI) Sustainability Reporting Guidelines, including the Media Sector Disclosures, is approved by the Board of Directors.
On the basis of the current coverage of the General Standard Disclosures and the Specific Standard Disclosures, associated with material aspects, the “in accordance” option to the GRI-G4 standard as declared by Mondadori is “in accordance – core”.

Arnoldo Mondadori Editore S.p.A. informs that as of today’s date at the Company’s legal offices, at the authorized storage device 1info (www.1info.it) and on the Company’s website at www.gruppomondadori.it (Governance section) the following documents are made available:

– The 2014 annual report, including the Parent Company’s financial statements, the Group’s consolidated financial statements at 31 December 2014, the Directors’ Report on Operations and the Statements pursuant to article 154 bis, par. 5, of Italian Legislative Decree No. 58/1998;

– The reports from the Independent Auditors;

– The Board of Auditors’ report;

– The 2014 report on corporate governance and ownership structure;

– The remuneration report pursuant to article 123-ter of Italian Legislative Decree No 58/1998.

Arnoldo Mondadori Editore S.p.A. informs that the slates for the appointments to the Company’s Board of Directors and Board of Auditors, filed by Fininvest S.p.A. holding 50.399% of the Company’s share capital, along with the relevant documents required pursuant to Consob Resolution No. 11971/1999 and the Company’s By-Laws, are made available at the Company’s legal offices, on the authorized storage device 1Info (www.1info.it) and on the Company’s website www.gruppomondadori.it (Governance section).

Here below are the candidates indicated in the slates:

Candidates to the office of Director:

1. Marina Berlusconi
2. Ernesto Riccardo Mauri
3. Pier Silvio Berlusconi
4. Oddone Pozzi
5. Pasquale Cannatelli
6. Bruno Ermolli
7. Roberto Poli
8. Danilo Pellegrino
9. Alfredo Messina
10. Martina Forneron Mondadori (*)
11. Marco Spadacini (*)
12. Angelo Renoldi (*)
13. Mario Resca
14. Cristina Rossello (*)

(*) These candidates have declared that they fulfil the requirements for independent director.

Candidates to Statutory Auditors:

Standing Statutory Auditors:

1. Ferdinando Superti Furga
2. Francesco Antonio Giampaolo
3. Flavia Daunia Minutillo

Substitute Statutory Auditors:

1. Francesco Vittadini
2. Annalisa Firmani
3. Ezio Maria Simonelli

We remind herewith that the ordinary Shareholders’ Meeting for the appointment of the Board of Directors and Board of Auditors is called on 23 April 2015 (24 April on second call).

FAILED PUBLICATION OF THE MINORITY SLATES FOR THE BOARD OF AUDITORS

With reference to the slates for the appointment of the Board of Auditors, it should be noted that, pursuant to article 144-octies, par. 2 of Consob Resolution No.11971/1999, upon expiry of the final deadline (30 March 2015) only a slate from the majority shareholder Fininvest S.p.A. was filed.

Therefore, in compliance with the provisions set out in article 144 sexies, par. 5 of Consob Resolution No. 11971/1999, the deadline by which other slates for the appointment of the Board of Auditors may be filed has been extended to 2 April 2015 and the percentage for the filing of the slates has been reduced from 2.5% to 1.25% of the Company’s capital.