Month: April 2010

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.

Grazia Cina is a media partner of the Italian Pavilion at the Universal Exposition in Shanghai which begins on 1 May.

A showcase for made in Italy excellence in China, the area dedicated to Italy has in Grazia – an international ambassador of Italian style – the ideal partner. Grazia is the only weekly in the world published in Great Britain, France, Germany and Italy as well as other leading foreign markets.

The journalists of Grazia China were able to have a preview, accompanied by the Italian government’s General Commissioner for the 2010 Shanghai Universal Exposition Beniamino Quintieri, of the Italian pavilion and to complete an exclusive fashion shoot Song Jia, one of China’s most talented actresses. The photographs, published this week in the magazine, have as a running theme the multiple facets of Made in Italy, as inspired by a range of Italian designers.

Grazia China will also produce an official guide for all of the events organised at the Italian Pavilion: ‘Grazia Expo Express’ will be a live showcase of the Expo, what’s new and what should not be missed. The guide is published from today across China as a monthly supplement to Grazia (a circulation of over 600,000) and will be distributed with an extra print run directly from the Italian Pavilion, in six separate issues over the course of the Expo.

Grazia China, the country’s first news and style glossy, was launched in 2009 thanks to an agreement between the Mondadori Group and SEEC Media Group Limited. The magazine celebrated its first anniversary in March with a special issue, which sold out in just two days, and a series of promotional activities that were widely successful around the country. Grazia China is also online at www.grazia.onlylady.com.

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)