Month: April 2014

The Annual General Meeting of the Shareholders of Arnoldo Mondadori Editore S.p.A., met today under the Chairmanship of Marina Berlusconi, to examine the Group’s consolidated financial statements that show a consolidated net loss of €185.4 million and to approve the company’s Annual Report for the year ended 31 December 2013. The Annual General Meeting also deliberated, in line with a proposal resolved by the board of directors, to make up the entire net loss for the period of the parent company, amounting to €314,970,500.44, by drawing the corresponding sum from reserves.

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

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

Following the expiry of the term fixed for the authorisation issued at the Annual General Meeting of 23 April 2013, 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, during the period of the previous authorisation, the company bought made no buy-backs or utilisations of company shares.

The total number of shares comprising treasury stock held by Arnoldo Mondadori Editore SpA is currently 14,953,500 (6.067% of the share capital).

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 directly holds a total of 14,953,500 shares, the new authorisation consequently foresees the possible acquisition by the Board of Directors 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 2273/2003, 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
The authorisation for the buy-back and utilisation of company shares will remain valid until the AGM for the approval of the Annual Report for the year to 31 December 2014, and in any case, for a period of not more than 18 months from the date of the Shareholders’ resolution.

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REMUNERATION REPORT

The Shareholders approved the policy outlined in the first section of the Remuneration Report, for fiscal 2014, regarding the compensation of directors and executives with strategic responsibilities.

RENEWAL AND ATTRIBUTION OF POWERS TO THE BOARD OF DIRECTORS PURSUANT TO ARTICLES 2443 AND 2420-TER OF THE CIVIL CODE

In extraordinary session, the Shareholders adopted, in line with the proposals of the Board of Directors, resolutions, pursuant to the terms of Articles 2443 and 2420-ter of the Civil Code, regarding the powers of the Board to effect a capital increase and issue convertible bonds.

Specifically the Shareholders resolved:
– the renewal of powers already granted to the Board of Directors by the Shareholders on 29 April 2009 and due to expire at the end of its five-year term, regarding, in accordance with Articles 2443 and 2420-ter of the Italian Civil Code, the attribution of powers to the Board of Directors to increase, with no expectation of excluding option rights, the share capital by a maximum nominal amount of €78,000,000 and to issue convertible bonds for a maximum nominal amount of €260,000,000. The renewal was approved at the same conditions as that about to expire and not used by the Board for a further period of 5 years, in line with the maximum term foreseen by law;
– the attribution to the Board of Directors, for the same five-year period, of additional power to increase the share capital, within the limit of 10% of the existing share capital and excluding option rights, in accordance with Articles 2443 and 2441, clause 4, second paragraph, of the Civil Code.

The resolutions for renewal and granting of powers are motivated by the opportunity to maintain and attributing to the Board of Directors the authority to implement, more effectively, efficiently and flexibly, with respect to the resolutions of the Extraordinary Shareholders’ Meeting, capital transactions aimed at strengthening the financial structure to support the development objectives of the Group, and specifically, as previously disclosed to the market, both the consolidation of business lines with higher added value and a recovery of profitability in the magazine area through both external lines and, in particular, in the digital area.

With specific reference to the powers to effect a capital increase with the exclusion of option rights within the limit of 10% of the existing share capital, an offer addressed to third parties could constitute a valuable way of increasing the free float and make it possible to maintain at all times an adequate level of liquidity, or be functional for the entry into the capital of the company of accredited investors, while limiting the dilutive effects for existing shareholders.

The new Mondadori bookstore in the “Nave de vero” shopping mall, will open to the public on Thursday 17 April in Marghera, just outside Venice.

The new Mondadori bookstore – which will join the existing 600 outlets of the most extensive chain of bookstores in Italy – will offer not only an extensive range of books, toys and stationery, but also an extensive calendar of events featuring big names from the world of music and literature, and consequently making a significant contribution to enhancing the attraction and appeal of the “Nave de vero” mall.

Among the first events will be an encounter with two leading names in music and hugely popular with young people: Mondo Marcio, on 27 April at 12 pm, and Caparezza, on 3 May at 5 pm, will meet fans and sign copies of their latest albums.

These events will be followed by a series of initiatives and book presentations that will be added to the already rich calendar of free concerts and events planned for the permanent stage in the centre of the shopping mall that transforms the “Nave de vero” into a poly-functional space that brings together a broad range of the public, with something for all the family.

The Mondadori bookstore, with a floor space of some 406 m2, offers a varied range of more than 20,000 titles, as well as a department dedicated entirely to children and younger readers, with toys and books just for them. There is also a section for digital readers in the corner dedicated to the Kobo e-reader. The store also provides a selection of the latest CDs and DVDs, in addition to an area where customers can buy stationery and other items including the product of the Emporio Mondadori line and a vast selection of gift boxes.

On the occasion of Milan Design Week, GraziaCasa, the Mondadori monthly edited by Gilda Bojardi, brings to the web for the first time its sophisticated mix of content dedicated to interiors and the cross-fertilisation between fashion and design.

For all enthusiasts, not only of design but also art and fashion, the new GraziaCasa.it, is a site where every day provides space for the latest trends and the protagonists of the world of design and style with the unique touch of Grazia. During the Milan Design Week and the fringe events of the FuoriSalone Graziacasa.it has been further enriched with continuous updates thanks to exceptional contributors live at the many events across the entire city.

In particular GraziaCasa.it focuses on four areas: Casa&Interni, a window on the world’s most beautiful homes and the most innovative furnishing ideas; Personaggi, with contributions, interviews and exclusive photos of the architects and designers that have radically changed the way we think about the home; Design, an exploration of the latest products and trends in interior design; Eventi&News, a daily list of the most important events in the interiors sector.

The site is part of the Grazia.it network, with which it shares a responsive structure, optimised for use on mobile devices, and a look & feel that exploits the most innovative characteristics of web design. Special attention has been given to the layout, which brings together the most common multimedia formats in the world of design with sophisticated images with a high visual impact in rich photo and video galleries.

GraziaCasa.it is also embarking for the first time on social networks with pages on Facebook, Twitter, Pinterest and Instagram.

GraziaCasa.it, along with the web sites of Casafacile e Interni, completes the offer of Mediamond Digital in the living segment, becoming a hub able to reach an qualitatively and quantitatively significant audience.

Salepepe.it, the first food portal by Mondadori is now online. The website has been designed for those whose passion for food is an expression of both their identity and lifestyle.

On the strength of authoritative content, Salepepe.it offers all food enthusiasts a unique experience, thanks to the assets and editorial know-how of the Mondadori network, that includes not only recipes but the entire world of cooking culture, with news and information about events, tasting tours, wines and personalities.

“This portal reinforces the Mondadori cooking system which, with four established brands, supplements, specials, books and ebooks, has combined sales of 1 million copies and over 4 million readers for its 116 annual issues, in addition to a database of more than 100,000 recipes and a market share of more than 60%,” declared Carlo Mandelli, general manager of Magazines Italy at the Mondadori Group.

“Consequently, from today, we will be able to reach our audience of readers, enthusiasts and advertisers across all channels: the magazine, events, mobile, the app, social networks and the web with a high-level, integrated multimedia offer. Sale&Pepe’s web debut marks the confirmation of a brand that over the years has established itself as a point of reference for all areas related to cooking and gastronomy. A commitment on the digital front that already places Mondadori among the leaders in the Food & Cooking segment through the Donnamoderna.com cooking network, with a total audience that includes 1,9 million unique visitors and 14 million page views (Source: Audiweb View, February 2014)”, concluded Mandelli.

Content and interactive tools from Sale&Pepe
Salepepe.it has access to a selection of top recipes from the archives and experience of the magazine Sale&Pepe: an authentic multimedia “recipe book” including thousands of recipes with photo galleries giving users a step-by-step guide to prepare the dishes; a “Cookery School” with detailed content and a dictionary of gastronomy with over 1,000 items, lists of ingredients and cooking techniques: from “allappante” (“astringent”) to soubise, and from arancino to vichyssoise.

The recipes featured in the launch are in three formats: “A little extra”, videos shot in point-of-view, giving the user the impression that she is preparing the dish herself; “From our kitchen”, stop-motion videos of recipes published in Sale&Pepe; “Bonjour bon ton”, a new and ironic web series with TV personality laGiovanna.

The new portal comes to the web with an innovative format and layout, thanks to a full-screen presentation of the content that enhances even more one of the assets that has always identified and distinguished the Sale&Pepe brand and recipes: high quality, refined and elegant images.

Also the design has a big visual impact and has been developed to adapt to the characteristics of the different devices used: a responsive site, conceived also for mobile that can be used also on a tablet while you are cooking.

The recipes are accompanied by advice and suggestions on the most appropriate wines, with combinations specially and exclusively researched for Salepepe.it by Helmut Köcher, founder and president of the Merano Wine Festival, and supported by over 600 profiles of quality wines drawn from the extensive Mondadori Electa catalogue.

It will also be possible to find information using a series of search filters based on calories, preparation time, cooking time, difficulty, region of origin. And Salepepe.it will also help you to find the best restaurants, in collaboration with 2Spaghi.it that, thanks to a community of food enthusiasts, collects reviews, special offers and suggestions directly from the source.

Another partner of Salepepe.it is Avinado.it, a buyers club for wine enthusiasts and producers, that offers special deals for users of Mondadori’s first food portal.

A cross-media system dedicated to a passion for food
An integrated world from Sale&Pepe, with previews, links to the magazine and the web site and videos, as well as links to social networks and extra multimedia content that enhance the user experience.

Mondadori’s first food portal also has a strong presence on social networks, with 306,000 fans of the magazine on Facebook, 3,000 followers on Twitter and more than 1,600 on Instagram, and to coincide with the launch will also join G+.

The launch of Salepepe.it will also coincide with the introduction of the first on-demand foodTV, Salepepe.Tv, with video recipes and interactive playlists in high definition, divided into chapters so that users can select and watch individual phases of the preparation of the recipes. An innovative format that can be personalised, also for special initiatives and product placement.

To mark the launch of the site, the new Sale&Pepe app has also been released. Available for tablets and smartphones (downloadable free from the AppleStore, Play Store and Amazon), it has been enhanced with the possibility of accessing also an exclusive selection of content form the site directly.

The cross-reinforcement between the new site, the magazine, social networks, and mobile consequently offers users and advertisers the possibility of interacting, communicating and living the world of food in a Sale&Pepe-branded multimedia and multichannel experience.

A jury of blog stars for the #cucinacon contest
To mark the launch of the new site, Sale&Pepe has also organised the #cucinacon contest, that enables food enthusiasts to take part in a challenge by submitting recipes with photos.

This initiative, created in partnership with Gnammo, Italy’s leading social eating web site, has been developed thanks to the high level of engagement of users and bloggers that have posted and shared recipes and transforming a passion for food into a social experience.

On Saturday 12 April, at 5.30 pm, the 3 best recipes, from those of the users who have taken part in the contest, will be revealed at a showcooking inside the Mondadori Food&Design Experience, at the Magna Pars in Via Tortona 15 in Milan.

The #cucinacon jury consists of the editor of Sale&Pepe, Laura Maragliano, and the blog stars Chiara Maci (@ChiaraMaci), Francesca Romana Barberini (@Frbarberini), Iaia Guardo (@maghetta), Ilaria Mazzarotta (@lamazzarotta), Laurel Evans (@laurelevans) and Mariachiara Montera (@Maricler): they will have the task of choosing the winning recipe that will be published in both the magazine and on Salepepe.it.

www.salepepe.it

Facebook: www.facebook.com/saleepepemagazine

Twitter: @SALEePEPEMAG

Instagram: @SALEePEPEMAG

CasaFacile, the monthly that helps you to create your own style of furnishing edited by Giusi Silighini and Sale&Pepe, the magazine for food lovers and those looking for exclusive gastronomic ideas edited by Laura Maragliano, will present, at Magna Pars in Via Tortona in Milan, the Mondadori Food&Design Experience, a unique event that combines the world of cooking and the world of interiors, realized under the patronage of Milan Expo 2015.

From Wednesday 9 April to Sunday 13 April, at the heart of the week of the Milan Design Week, the two Mondadori titles will stage a rich calendar of events dedicated to food and design: five days of completely free entertainment, activities, décor laboratories and e showcooking for those who want to live cooking as a passion to be shared and those who want ideas and advice for the best ways to furnish their homes.

Appointments
CasaFacile and Sale&Pepe will open the doors to their “home” to all visitors in a welcoming and elegant location furnished by by the Gruppo Euromobil, and recreated for the occasion at the Sala Elisir in the Magna Pars and made up of a living area, bedroom, children’s room, craft room and kitchen, that will become the theatre of a range of initiatives.

Everyday, from 12 to 8 pm (on Sunday until 6 pm), the public is invited to watch tasty showcooking displays and to participate in styling laboratories.

You can get an opinion of an architect or handy tips about decorating solutions, thanks to the advice of experts from CasaFacile who will assist members of the public with creative and rapid ideas to improve your home.

Every evening the editor of CasaFacile, Giusi Silighini, along with the magazine’s staff and experts, will meet the public to offer useful and amusing advice on a range of issues: from energy saving to sound-proofing, advice on how to create the perfect balcony to the ideal photos for the world of social media.

The chefs of Sale&Pepe will be present to surprise in an area entirely dedicated to cooking, with innovative recipes and original showcooking demonstrations.

At the end of each day, the editor, Laura Maragliano, together with authors and famous chefs will talk to the public; including, the ‘king of chocolate’ Ernst Knam who will present one of his special creations, Paola Maugeri the TV presenter and journalist, an enthusiastic expert in vegan cooking, from Bologna Alessandra Spisni who will explain how to make excellent pastry and pasta and, finally, Mauro Fermariello who will enthuse the visitors to the Mondadori Food& Design Experience with his wine stories.

Charity initiative
The Mondadori Food&Design Experience will also welcome into its “home” an important charity initiative, the CasAmica: by buying the chocolate eggs made available by CasAmica, visitors can contribute to supporting the association that provides hospitality to the sick and their families.

Milano Food& Design Experience is also live blogging and tweeting
A team of food bloggers will follow all of the event’s activities live, with photos, videos, live blogging and tweeting with the hashtag #FoodExp.

Casafacile.it will report news, videos and live updates directly from the live the event location, as well as the Facebook fan pages of both CasaFacile and Sale&Pepe.

But that’s not all: on Saturday 12 April at 5.30 pm, the best recipes of the users and bloggers who have taken part in the competition #cucinacon on Salepepe.it will be judged. The jury will include, in addition to the magazine’s staff, six successful foodbloggers: Chiara Maci (@ChiaraMaci), Francesca Romana Barberini (@Frbarberini), Iaia Guardo (@maghetta), Ilaria Mazzarotta (@lamazzarotta), Laurel Evans (@laurelevans) and Mariachiara Montera (@Maricler).

Arnoldo Mondadori Editore S.p.A. has announced that the annual financial report, comprising the draft financial statements and consolidated financial statements for the year ending 31 December 2013, the Directors’ Report and the statements pursuant to Article 154 bis paragraph 5 of Legislative Decree n.58/1998, together with the reports of external auditors and statutory auditors are available from today at the headquarters of the company, at Borsa Italiana S.p.A. (www.borsaitaliana.it) and on the web site www.mondadorigroup.com (in the “Governance” section).

Likewise, the company has also published the report on corporate governance and the ownership structure, with reference to 2013, and the Report on Remuneration pursuant to Art. 123-ter of Legislative Decree n.58/1998.

“FEEDING NEW IDEAS FOR THE CITY” is the name of an important exhibition event – developed by the monthly INTERNI, along with Expo Milano 2015 as partner and the patronage of City of Milan – to be held in the courtyard of the University of Milan from today until 18 April, as part of the FuoriSalone, fringe events of the Milan Design Week. The co-producer of the initiative is AgustaWestland, which has contributed with a competition for young designers “Flydeas for the City” and Audi with the installation “primarchittetura” by Walter Maria de Silva.

“FEEDING NEW IDEAS FOR THE CITY also aims to introduce and develop the theme of Expo Milano 2015 Feeding the Planet. Energy for Life”, declared Gilda Bojardi, the editor of INTERNI. “We have brought together original contributions from designers of international standing and leading companies in the fields of innovation and research who have identifies and produced temporary installations to develop the theme of “feeding” in a metaphorical and multidisciplinary sense,” Bojardi concluded.

With this exhibition event, which gives Milan unique and exceptional visibility, the INTERNI system confirms its strategic role also in terms of advertising, with sales up by 7% in the period January-April compared with the same period of 2013: an excellent result achieved thanks to the strength of the brand and the activities developed for the Design Week and the magazine’s 60th anniversary.

A large number of world renowned designers and architects have contributed to the exhibition event: Walter Maria de Silva for Audi, Torafu Architects with Panasonic, Kengo Kuma & Associates with Salvatori and with Asahi Building-wall, Kajima, Obayashi, Shimizu, Taisei, Takenaka and Ferragamo Parfums, Archea with atelier-a and Architettura Sonora, Paola Navone with Deborah Milano and Gruppo Pozzi, Speech Tchoban/Kuznetsov with Velko 2000, dRMM with the American Hardwood Export Council – Ahec, Nemesi&Partners with Italcementi Group and with Styl-Comp Group, and many more besides.

FEEDING NEW IDEAS FOR THE CITY will also be an opportunity to celebrate the 60th anniversary of INTERNI, from the beginning one of the leading observers of international contemporary design. To underline the significance, six well-know architect-designers – Antonio Citterio, Paola Navone, Matteo Thun, Giulio Cappellini, William Sawaya and Rodolfo Dordoni – have created an ad hoc installation: six tables that combine to form a 72-metre-long table, placed at the Portico del Richini. Each designer interpreted an assigned decade with the use of special surfaces and selecting different objects, seating and lighting.

But this year INTERNI will also extend its activities to another location in the heart of Milan, the Orto Botanico di Brera (the University of Milan’s botanical garden), that will host the installation “Giardino Geometrico” (Geometric Garden) by Lissoni Associati, created together with Laminam and Living Divani. The magazine has also planned a series of actions for the restructuring of the garden, some of which were completed in 2013, for example the construction of a pathway for the sight impaired (undertaken by the Orto Botanico with the Rotary Club of Milan) and the new entrance in Via Fratelli Gabba (overseen by the Amici di Brera).

2014 is also the 25th anniversary of the FuoriSalone and the Guida FuoriSalone® – which is also available as a free app for iPad and iPhone, as well as Android-based tablets and smartphones – which this year features over 500 events and continues to be an indispensible tool to find your way around the ever-increasing range of showroom, exhibitions and events.