Month: April 2012

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 2011 and deliberated, in line with a proposal resolved by the board of directors on 19 March, to attribute to the extraordinary reserve the company’s entire net profit for the year to 31 December 2011, which amounted to €55,342,667.63.
Given the current economic scenario, and despite a net profit for 2011 higher than that for 2010, the decision not to distribute a dividend for 2011 is aimed at reinforcing the company’s assets and financial structure.

In his report to the shareholders, the deputy chairman and chief executive Maurizio Costa outlined the highlights of the group’s performance during 2011, already announced on 19 March.

The Shareholders also passed resolution on the following:

APPOINTMENT OF THE BOARD OF DIRECTORS
The Shareholders appointed the members of the Board of Directors: Marina Berlusconi (Chairman), Maurizio Costa, Pier Silvio Berlusconi, Carlo Maria Vismara, Pasquale Cannatelli, Bruno Ermolli, Roberto Poli, Roberto Briglia, Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi, Carlo Sangalli, Cristina Rossello and Mario Resca.
The entire Board of Directors was elected on the basis of a single list presented to the Shareholders by the majority shareholder Fininvest S.p.A.
The Board will serve for three years until the AGM to approve the Annual Report for the year to 31 December 2014.

Within the Board of Directors appointed by the Shareholders the directors Martina Mondadori, Angelo Renoldi, Mario Resca, Cristina Rossello, Carlo Sangalli and Marco Spadacini also meet the requirements of independence, foreseen by art. 148, paragraph 3, of Legislative Decree 58/1998.
After the Shareholders’ Meeting, the Board of Directors met and also determined that the aforementioned directors were also compliant with independence requirements foreseen by the Code of Conduct for listed companies.

The Board of Directors confirmed Maurizio Costa as Deputy Chairman and Chief Executive, attributing to him all the relative powers for the management of the company.

The Board also appointed the members of:
– Control and Risks Committee: Angelo Renoldi (Chairman), Marco Spadacini and Mario Resca;
– Remuneration and Appointments Committee: Marco Spadacini (Chairman), Bruno Ermolli and Carlo Sangalli.
Carlo Maria Vismara was also confirmed in the role of manager responsible for preparing the financial reports.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS AND ITS CHAIRMAN
The Board of Statutory Auditors, appointed by the Shareholders for the years 2012-2014, is made up by: Ferdinando Superti Furga (Chairman), Francesco Antonio Giampaolo and Franco Carlo Papa (standing auditors), Ezio Maria Simonelli and Francesco Vittadini (substitute auditors).
The entire Board of Statutory Auditors was appointed on the basis of a single list presented to the Shareholders by majority shareholder Fininvest S.p.A.

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 21 April 2011, the shareholders renewed authorisation to effect share buy-backs, up to a limit of 10% 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.
It should be noted that, with regard to the previous authorisation, the company bought from the market a total of 4,159,114 shares, corresponding to 1.68% of the share capital, at a total cost of €7,135,831.86.

By taking account of the shares previously in the portfolio, the total number of shares comprising treasury stock is now 13,555,209 (5.50% of the share capital), of which. 9,037,723 are held directly in the Arnoldo Mondadori Editore S.p.A. portfolio and 4,517,486 are held by the subsidiary Mondadori International S.p.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. Underlying motivation
– to 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;
– to 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;
– to take advantage, where and when considered strategic for the company, of investment opportunities, also in relation to available liquidity;
– 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.

2. Cap on the number of shares that may be bought
The authorisation refers to a limit of 10% of the share capital, or 24,645,834 shares. Given, as indicated above, that the company currently holds, directly or indirectly, a total of 13,555,209 shares, the new authorisation consequently foresees the possible acquisition of an additional 11,090,625 ordinary shares, or 4.50% of the share capital.

3. Method of acquisition and price range
Buy backs would be effected on regulated markets as per art. 132 of Legislative Decree n. 58 of 24 February 1998 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 2273/2005, 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
The authorisation for the buy-back and utilisation of own shares will remain valid until the AGM for the approval of the Annual Report for the year to 31 December 2012, and in any case, for a period of not more than 18 months from the date of the Shareholders’ resolution.

From 2 May, Fernando Mantovani will be the new e-commerce director of Mondadori Direct.

As part of his role, reporting directly to the chairman and managing director of Mondadori Direct, Renato Rodenghi, Mantovani will also pursue the objective of further developing the activities of Bol.it and exploring other e-commerce opportunities for the Mondadori Group.

Mantovani, 45, was born in Bitonto (BA) and has a degree in Business Administration from the Cà Foscari University in Venice.
Mantovani comes from Feltrinelli, where, since January 2007, he was the director of the online business unit LaFeltrinelli.it. He began his career in 1997 at the EMI Group, where he held positions with increasing responsibility in the operations and media & business development areas. In 2004 Mantovani joined Sony Europe where he was involved in B2B digital services and e-commerce across Europe.

Mondadori and Open Road Integrated Media, a digital publisher and multimedia content company announced today from The London Book Fair that they have formed an international digital publishing partnership. Open Road will digitize, distribute and market english language versions of titles from Mondadori’s catalog starting with 50 ebooks. Mondadori is Open Road’s first foreign publishing partner and this announcement kicks off Open Road’s International Publishing Partner Program.

Jane Friedman cofounder and CEO of Open Road said: “The rise of digital publishing has made the world a smaller place and we are now able to quickly and efficiently publish translations of international books. Open Road is committed to working with international publishers to bring
works from foreign countries to a wider audience than they have ever had before. We are excited to build on the success we have enjoyed with our American partners and to start our international publishing program with Mondadori.”

“Thanks to the digital revolution,” said Maurizio Costa, deputy chairman and chief executive of the Mondadori Group, “geographical barriers are falling and the publisher is increasingly becoming also the promoter of its authors, not only at the national level, but also internationally. To publish in English the works of our most prestigious Italian authors,” Costa continued, “is a source of pride and satisfaction for Mondadori. Thanks to our commitment to digital and our partnership with Open Road, we can finally offer our authors direct access to the biggest market in the world.”

Open Road will digitally market all of the titles in the partnership. The company will create original marketing videos that will be distributed through its online platform and syndicated to content partners.
This announcement takes Open Road’s publishing partners program global. Since its launch, Open Road has worked with a variety of American publishers including MysteriousPress.com, Pegasus Books and Albert Whitman & Company.

The ebooks will be on sale globally starting this summer from Amazon.com, Apple iBookstore, BarnesandNoble.com, Google/IndieBound, Kobo Books,OverDrive, and the Sony Reader Store.

Open Road Integrated Media is a digital publisher and multimedia content company. Open Road creates connections between authors and their audiences by marketing its ebooks through a new proprietary online platform, which uses premium video content and social media. Open Road
has published ebooks from legendary authors including William Styron, Pat Conroy, Alice Walker, Jean Craighead George, Bette Greene, and Virginia Hamilton.

The Mondadori Group is among the most important publishing houses in Europe and is Italy’s biggest publisher of books through its publishing houses Edizioni Mondadori, Einaudi, Piemme and Sperling & Kupfer. Its wide-ranging production covers all market segments, including the ebook market.

Interni Legacy is the name of an important exhibition event conceived by the magazine Interni, edited by Gilda Bojardi, sponsored by the City of Milan, and co-produced by MINI and BE OPEN, to be held in the courtyards of the University of Milan, between today and 28 April, during the Milan design week.
The exhibition is open to the public from Monday 16 April to Sunday 22 April from 9am to midnight and from Monday 23 April to Saturday 28 April from 9am to 9pm.

Interni Legacy brings to the world of design messages like memories for the future and represented in installations that are ephemeral only the sense of their temporal duration, which is linked to the Milan design week.
Much is said about ‘inheritance’ in built form, of reflections on the condition of design, and a capacity to embrace different scales and types, from micro-architecture to the urban landscape, from interiors to the decorative object.
The exhibition reflects on the possibility of a “design legacy” over time and in terms of research, technologies, materials, figurative expressions, but also in terms of links to to a culture of sustainability and the minimisation of waste in our homes, workplaces and cities.
Interni Legacy, with the help of technologically advanced companies in the field of building materials and environmental sustainability, aims to stimulate ideas that can become the reference points in the complex scenario of contemporary design and furnishings, of research by means of a series of experimental installations.

The INSTALLATIONS, created by internationally-renowned designers, are also in metaphoric and symbolic terms, the announcement of new possibilities, shapes, types and solutions for the design of tomorrow. The works are located in areas of the University of Milan, Via Festa del Perdono 7, in the Cortile d’Onore, in the fifteenth and seventeenth-century courtyards and loggias.

A large number of designers, architects and companies have contributed with their designs to the creation of Interni Legacy: Akihisa Hirata with Panasonic, Scholten & Baijings with Mini, Alessandro and Francesco Mendini with Elegant Living, Michele De Lucchi with Listone Giordano, Marzorati Ronchetti and Publistand, Odile Decq with Flanders, Monica Armani with the Province of Trento, SOM with Carrara Marmotec, Standardarchitecture with Camerich, Ludovica + Roberto Palomba with Payanini and Zucchetti.Kos, Massimo Iosa Ghini with FMG Fabbrica Marmi e-Granite, Jacopo Foggini with Maip, Speech Tchoban/Kusnetzov with Taltos, The Fake Factory with Deborah Milano, Matteo Ragni with Campari and Verallia and Przemyslaw ‘Mac’ Stopa with Samsung Cheils Europe, Marc Sadler with Samsung Electronics, Jürgen Mayer H. with Vorwerk, Patricia Urquiola with Missoni, Lorenzo Palmeri with the Italian Institute of Photography, Marco Vigo with The Glass Farm, Ora ïto with GVM, Designers for Klein Karoo.

For the entire duration of the event, the Aula Magna (Great Hall) will host the Verge exhibition, curated by Elena Selina with Be Open.
Among the activities of Interni Legacy space will also be given to three conferences, run in collaboration with BeOpen, each of which will address a specific crossover topic that will be the subject of a roundtable discussion involving international personalities from various academic, cultural, and business backgrounds and focused on innovation and design, the participants will include Julian Schnabel, Gaetano Pesce, Paola Navone, Patricia Urquiola, Alberto Alessi, Elio Fiorucci, Carlo Cracco, Stuart Parr and Daniel Rozensztroch, art director of Merci Paris.

The meetings are open to all and will be held at the Aula Magna of the University of Milan on Tuesday 17 April at 10.30am, Wednesday 18 April at 10.30am and on Thursday 19 April at 5.30pm.

The activities of INTERNI will extend during to the days of the FuoriSalone to the Km Rosso in Bergamo, where Italcementi i.lab, in its new home designed by Richard Meier, and opened today, will host four lectures featuring architects linked to Interni Legacy and Italcementi, who will discuss the theme “Architecture. Building a sustainable legacy”: Odile Decq (17 April), Zhang Ke (18 April), Mario Cucinella (19 April) and Daniel Libeskind (20 April).

In view of the long-awaited week for lovers of design and the FuoriSalone, Interni has also organised a series of initiatives for web enthusiasts. This year the application of the Guida FuoriSalone® and the Guida ZeeMilano, will be available for free also for the iPad and Android operating systems form tablets and smartphones as well as the iPhone.

For more information: www.internimagazine.it

Epoca returns with a new special issue, Ai confini della Terra (At the Edge of the Earth), on newsstands from 14 April.

The historic Mondadori magazine recounts epic tales of the latest explorations and new frontiers. Through exclusive archival material and new images, the magazine brings to life the first adventures of Walter Bonatti in Alaska, biographies by Vittorio G. Rossi of the great explorers of the past (such as Livingstone, Stanley, Amundsen, Shackleton and Lindbergh), Polynesia and Africa by Folco Quilici, the feats of Jacques Cousteau and Auguste Piccard, the fabulous exotic reportage of the great photographers of Epoca De Mario Biasi and Federico Patellani, and the emotions of man’s first experiences in space, from Gagarin to Armstrong.

Epoca – Ai confini della Terra is a passionate tribute to high quality journalism, the result of careful selection of the best articles from the magazine and the most memorable photo shoots.
After the success of the issues on the anniversary of the fall of the Berlin Wall, the beatification of Pope John Paul II, the fabulous ’60s and Italian legend Walter Bonatti, the new issue of the magazine, a real collector’s item, will be available from all newsstands from 14 April at a price of €7.90.

Casaviva, on the occasion of the 51st Salone del Mobile (Furniture Fair), will launch the “Art & Craft & Design” initiative, welcoming the public to a special location near the centre of Milan.

The layout of “Casa del mese” (House of the Month), one of the most popular sections of the monthly, will be brought to life at Via Adige 13, where quality craftsmanship will meet contemporary production.
From 17 to 22 April, from 11am to 8pm, you can visit the Casaviva loft and appreciate the combination of the two souls of “made in Italy”, crafts and design, in an exchange of affinity and contrast, tradition and innovation. In addition, lovers of the home, food and gardens can participate in the “Incontri di Casaviva” (Casaviva Encounters), where special guests will include Paola Marella and Barbara Gulienetti of Real Time. More information is available on the Facebook page www.facebook.com/casavivamagazine.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 2 and 5 April 2012, the company bought a total of 300,292 its own shares (corresponding to 0.12% of the company’s share capital) on the automated share market at an average price of € 1.2867 per share, for a total of € 386,386.49 in the context of the authorisation of the company’s AGM, held on 21 April 2011 (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 02/04/2012 100,300 1.30259 03/04/2012 50,000 1.31605 04/04/2012 70,000 1.28606 05/04/2012 79,992 1.24900

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 9,037,723 its own shares. A further 4,517,486 Mondadori shares are hold by the subsidiary Mondadori International S.p.A..
Consequently, as of today the total number of shares held now amounts to 13,555,209 corresponding to 5,50% of the share capital.

***

It should be noted that the Shareholders on 21 April 2011 authorised the buy back of a further 16,546,887 company shares, with respect to the shares already held, either directly or indirectly on the date of the authorisation issued by the AGM, bringing the total up to the limit of 10.52% of the present share capital.
The authorisation is valid until the meeting for the approval of the Annual Report for the year to 31 December 2011.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree 58/1998 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 line with the norms foreseen by the EU regulation 2273/2003, the daily quantities of purchase does not exceed 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated in the 20 trading days prior to the dates of purchase.

Panorama Icon, the men’s fashion and lifestyle supplement of the weekly newsmagazine Panorama, has formed a partnership with the “Italian Chamber of Fashion Buyers – THE BEST SHOPS”.

The association, chaired by Beppe Angiolini, brings together 120 companies, owners of Italy’s best upscale multi-brand stores: a network of sales outlets characterised by high profile shops, a wide variety of brands and the presence of market leading brands.
The magazine will be placed inside around 350 shops, to which 20,000 copies of the supplement will be distributed every six months.

Panorama Icon, which is edited by Emanuele Farneti and on newsstands with the latest issue on Thursday 5 April, is aimed at readers interested in fashion, travel, shopping and discovering the styles and thoughts of contemporary icons. The title’s great points of strength a the images: extensive fashion shoots, reportage and portraits by leading Italian and international photographers.

The protagonist of the latest cover is the “made in Italy” star par excellence, Riccardo Scamarcio the first Italian to appear on the cover of Icon, after Vincent Cassel, Adrien Brody, James Franco and Michael Pitt. The actor talks in a long and unconventional interview in which he rejects the label of rebel and talks about his relationship with his fans. In addition, Scamarcio is also the star of a fashion feature by the British portrait photographer Max Vaduluk who highlights his appeal and personality.

The iPhone app of Cucina No Problem, the magazine for fast and practical cooking, edited by Laura Maragliano, has reached 20,000 downloads just a month from the launch and has a range of content dedicated to Easter menus.

The Cucina No Problem app, which is available for free from the App Store with an initial offer of 100 recipes, every month allows users to renew their recipes thanks to the “in app purchase” system, with which, every month, special new packages are offered each featuring 30 recipes, which can be purchased directly through the app for just €1.59 each. The culinary specialities follow the main themes outlined every month in the print edition of the magazine which, according to the most recent Audipress data, recorded the highest growth in readers in its sector (+17% – 2011/III). The new recipes will expand the initial database and be permanently available to the user. Cookery enthusiasts can therefore enhance their cooking app with lots of new courses.

The application has been designed for all lovers of cooking who want to try out special, and simple, at the same time, recipes. The presentation of the recipes follows the same approach as the magazine and are divided into four categories:

– In half an hour
– Friends for dinner
– Great Classics
– Healthy but tasty

all accompanied by photos and information about calories, difficulty and preparation time.

To coincide with Easter, Cucina No Problem has decided to offer its users special packages inside the app for the festivities, as well as a selection of recipes entirely dedicated to chocolate! In addition, the application also includes a special section that is always available for vegetarians which, for this month only, can be downloaded for free.

With the Cucina No Problem app it is also possible to search for a recipe using the search function; to save “favourite” recipes for quick and easy access; and save time by using the “shopping list” function adding the necessary ingredients or making personal notes.

All that’s left is to set the “Timer” function and get into the kitchen to create your menu with the help of the Cucina No Problem app.