Month: April 2013

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 2012 and deliberated, in line with a proposal resolved by the board of directors, to make up the entire net loss for the period, amounting to €39,574,943.13 by drawing the corresponding sum from the “Share premium reserve”.

CONFIRMATION OF CO-OPTED DIRECTORS
The shareholders confirmed the appointment, for the period up to the end of the mandate of the current board (the approval of the financial statements for the year ending 31 December 2014) as directors of Ernesto Mauri and Danilo Pellegrino, previously co-opted by the board on 20 March and 28 February 2013, respectively.

Following the Shareholders’ Meeting, the board of directors met and confirmed the appointment of Ernesto Mauri as chief executive.

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 19 April 2012, 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 1,398,291 shares, corresponding to 0.56% of the share capital.

By taking account of the shares previously in the portfolio, the total number of shares comprising treasury stock is now 14,953,500 (6.067% of the share capital), of which 10,436,014 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 14,953,500 shares, the new authorisation consequently foresees the possible acquisition of an additional 9,692,334 ordinary shares, or 3.933% 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 2013, and in any case, for a period of not more than 18 months from the date of the Shareholders’ resolution.

The Shareholders also passed resolutions on the following items on the agenda:

REMUNERATION REPORT
The Shareholders approved the policy outlined in the first section of the Remuneration Report, for fiscal 2013, regarding the compensation of directors and executives with strategic responsibilities.

MODIFICATIONS TO THE ARTICLES OF ASSOCIATION
In an extraordinary session, the Shareholders examined and approved changes to the Articles of Association regarding, in particular, new rules on nominations to the board of directors and the board of statutory auditors complaint with Law N. 120/2011 concerning gender equality in the corporate boards and control bodies of listed companies.

For Arnoldo Mondadori Editore S.p.A., Law N. 120/2011 will be applied for the first time from the renewal of the corporate boards following the approval of the company’s financial statements for the year ending 31 December 2014.

It should, however, be noted that the current board of directors already foresees that one fifth of the board is made up of the “less represented gender”, in line with the provisions of the law in its initial application.

Other modifications to the Articles of Association concerned the simple adoption of EU Directive 2007/36/CE (regarding “Shareholders’ Rights”) as introduced by Legislative Decree N. 91 of 18 June 2012.

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Professional profiles of the directors Ernesto Mauri and Danilo Pellegrino are available of the web site www.gruppomondadori.it, in the Governance Section.

From today, and reporting directly to the chief executive, Ernesto Mauri, the Mondadori Group will have an area for Digital Innovation, headed by Federico Rampolla, who will have the role of strategic adviser.

Rampolla, 47, has extensive experience and has worked with Matrix, FullSix, GroupM/Wpp and Accenture Interactive, as well as being the chairman of Iab (Interactive advertising bureau) Italia.

At Mondadori he will work on expanding the company’s presence in digital markets, structuring innovation processes and identifying new opportunities for business development.

The new Area will work alongside the digital activities linked to the magazine, book and retail businesses, which are integrated in their corresponding divisions within the company, confirming that the digital strategy involves both the development of new initiatives and the transformation of the Group’s existing strategic products and assets.

“HYBRID ARCHITECTURE & DESIGN” is the name of the great exhibition-event created by the monthly magazine INTERNI, sponsored by the City of Milan and Expo2015, and co-produced by the BE OPEN Foundation and iGuzzini, which will take place in the courtyards of University of Milan, between now and April 21st, for the Milan Design Week.

“HYBRID ARCHITECTURE & DESIGN is dedicated to the theme of métissage in architecture and design projects,” said Gilda Bojardi, director of INTERNI. “The concept of hybridization is interpreted as an encounter between cultures and technologies capable of generating answers to the uncertainties and problems of the contemporary world. Métissage, then, within this project, provides a credible alternative to the concept of the melting pot, the uncritical sum of cultures and traditions, and the leveling of languages, design and culture originated by globalization,” Bojardi concluded.

With this exhibition-event, which endows Milan with a unique and exceptional visibility, the magazine is confirmed as the absolute leader in the communication of the design system. It is proved by the data which the system INTERNI – INTERNI/Panorama, INTERNI Annual, INTERNI International Kingsize, Design Index and Guide Itinerari- can boast in April 2013: a total circulation of 770,000 copies, with a total foliation of 1,100 pages.

HYBRID ARCHITECTURE & DESIGN also triggers a stimulating dialogue between designers and companies, which takes the form of site-specific works, designed as new forms of intercultural communication.

Numerous are the names of designers, architects and companies who have created “HYBRID ARCHITECTURE & DESIGN” with their projects: Steven Holl with Pimar, Teuco Guzzini and Ferragamo Parfums, Christophe Pillet, in collaboration with Studio Azzurro videomaker for BE OPEN , Akihisa Hirata with Panasonic, Archizero with Franchiumbertomarmi, Mario Cucinella with Marazzi, Michele De Lucchi with Safilo, Daniel Libeskind with Cosentino Group, Simone Micheli with Aqua Industrial Group, GLIP and Zambogroup, Luca Scacchetti with Wolf Haus, Speech & Tchoban Kuznetsov and Mark Bravura with Arch-Skin, Dean Skira with iGuzzini, GLIP, Zambogroup, Autoban with Deborah Milano Group and Wells, Martí Guixé with Levi’s, Federica Marangoni with FART, the exposure of the prototypes of the competition Decò Ter supported by Regione Lombardia, Przemyslaw “Mac “Stopa with Samsung Chemical Europe.

INTERNI has also reserved a number of proposals for fans of the web: the applications of FuoriSalone@ Guide and the Guide ZeeMilano are available free for iPad and Android operating systems on tablets and smartphones as well as iPhone.

This week sees the arrival of the new Grazia Casa: the monthly edited by Gilda Bojardi will have a new look and readers will find a range of new features on the occasion of the Milan Furniture Fair.

Among the many transformations, the first concerns the logo: GCasa becomes Grazia Casa, to bring the unique Grazia touch also in the world of interiors, trends that inspire, lifestyle, contaminations between fashion and interior design, the houses inhabited by the protagonists of our times, the suggestions and ideas to make interiors functional but with a unique style.

Grazia Casa will be even richer in content and sophisticated for all fans, not only of interiors, but also of art, style and fashion. The already appreciated, clear and well defined thematic structure – Life, People, The Homes of the World and Slow Design – will be joined by new sections, details and pages dedicated to specific topics, that will be different each month. Including: The house of the month, A closer look/Inspired, Décor, The table of the month, Let’s set up home and An architect’s advice.

With this initiative Mondadori will strengthen its presence in the furniture and design monthly segment, in which it is leader with a 45% share in terms of circulation: thanks to the quality and competitiveness of its magazine portfolio, which includes – in addition to the new Grazia Casa – also the monthlies INTERNI, Casabella and CasaFacile, the Group’s Living system reaches all targets and sectors, from the upmarket to the professional.

“The redesign of Grazia Casa, which becomes a real monthly with 10 issues per year, has been enthusiastically welcomed by the market which immediately included the April issue in media plans, resulting in a 25% increase in space,” said Angelo Sajeva, chairman and chief executive of Mondadori Pubblicità. “In addition to the major players in the design world, there are also clients from fashion and cosmetics. There was also an excellent performance in the period from January to April, with an increase of 13.7% in space compared with the same period of the previous year, thanks to the positive result of the January/February double issue. Bookings for upcoming issues confirm this trend, thanks to the quality, circulation and distinctive character of the new Grazia Casa,” Sajeva concluded.

The launch of Grazia Casa will be supported by a communication campaign that will begin this week and run throughout the design week. Overseen by Franz Degano and Alessandro Omini, the campaign will run on television (Mediaset and digital terrestrial channels), newspapers, Mondadori magazines and websites, retail outlets and urban billboards in Milan.

Thanks to its strong connection with the worlds of design and fashion, and to celebrate the launch of the new issue, Grazia Casa has also organised, in partnership with the London gallery 19 Greek Street, an exclusive party to be held on Wednesday 10 April at Marc by Marc Jacobs (Piazza Carmine 6, Milan). 19 Greek Street will present an extraordinary collaboration between Danish designer Nina Tolstrup and Marc by Marc Jacobs, entitled “Recreate: life after catwalk” (http://www.re-imagined.co.uk) characterised by a collection of furniture made from fabrics from previous Marc by Marc Jacobs collections. From 9pm to midnight the evening will be rounded off with a DJ set by R101.