Arnoldo Mondadori Editore S.p.A. hereby informs that the following documents are available from today at the Company’s registered office, at the authorized storage mechanism 1Info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

• the 2016 Annual Report, which includes the draft financial statements, the consolidated financial statements for the year ended 31 December 2016, the Directors’ Report on Operations, and the certifications pursuant to art. 154 bis, par. 5 of Legislative Decree no. 58/1998;
• the annual financial statements of Banzai Media S.r.l.;
• the Independent Auditors’ reports;
• the Statutory Auditors’ report;
• the report on corporate governance and ownership structure for the year 2016;
• the remuneration report pursuant to art. 123-ter of Legislative Decree no. 58/1998.

Grazia Russia, the country’s leading and most authoritative glossy fashion weekly, and one of the most important editions of the Grazia International Network, is celebrating its tenth anniversary with a extensive calendar of activities.

Grazia has established itself over ten years as a strong vehicle for the promotion of fashion and lifestyle, as well as Italian excellence, in a country that is among the most dynamic and interesting for Italian companies, thanks to the enormous success of Made in Italy.

Over the coming the year a number of celebratory events have been organised and, in April, an exclusive dinner and a big hipster-chic themed party, combining the glam soul of the magazine, an international benchmark for style and fashion, with the attention it has always given to street style, and during which the 400 guests will receive a gift of a special celebratory fragrance, #Grazia10, created exclusively for Grazia Russia in collaboration with Atelier Cologne.

A special issue of the magazine, edited by Aliona Peneva, will remain on newsstands throughout the month of April in a larger format, with a special 24-page section, 4 different covers with 4 celebrities, and more than 200 pages of photo shoots, articles, interviews and news from the world of fashion and beauty.

The anniversary of Grazia Russia confirms the success of the formula of the Grazia International Network (www.graziainternational.com), the network created by the Mondadori Group for the development of Grazia around the world, by building around the brand a global multi-channel system that, with its publications and sites, reaches an overall community of 17 million readers with a monthly circulation of 10 million copies.

During the 2017 Fuorisalone, the ideal home proposed by CasaFacile, during the celebrations for the twentieth anniversary of the magazine, comes to life in Via Solferino 14 in the heart of the Brera Design District.

This will be the launch of the CasaFacile Design Lab, a space designed by the Mondadori Group brand, in collaboration with designers of Studiopepe, and made up of a living area, a cosy kitchen and two outdoor spaces in perfect CF style.

“For twenty years we have been coming into your homes every month with the magazine’s ideas and suggestions and together (readers and editorial staff) we have reshaped the geography of living. Now we are inviting you to really get into ‘our’ ideal home, nice to see and easy to live in, to meet us in person and create new things together during the workshops … because CasaFacile is always in action!” announced Giusi Silighini, editor of CasaFacile.

The CasaFacile Design Lab will host all the magazine’s activities and will be open from Tuesday 4 to Saturday 8 April, from 10 am until 9 pm, and on Sunday 9 April ​​until at 5 pm. Trends and styles to enjoy the home of your dreams, labs and workshops organised by Scavolini and Whirlpool, with MT masking tape, with Fujifilm Instax and Sistem Air, just some of the proposals that will animate the events at the CasaFacile Design Lab. There will also opportunities to meet and share the passion that unites both the editorial team and readers. On Friday 7 April  from 10 am to 11:30 am, there will be a community breakfast, a special breakfast with the editor Giusi Silighini (for information on how to participate go to www.casafacile.it).

Every day, from 6 to 9 pm, the evenings at the CasaFacile Design Lab will continue with a number of initiatives organised by GialloZafferano. The first will be on Tuesday 14 April 4 at 6 pm with the chef Andrea Berton who will be interviewed by the editor of the magazine Laura Maragliano. Every evening there will also be show cooking events with food bloggers offering both classic and international recipes. On Saturday 8 April 8 at 7 pm, there will be a performance by the barlady Carmen Clemente.

The CasaFacile Design Lab has also been chosen as the location for the presentation of the first gift box set dedicated to the house created by CasaFacile with Mondadori Store. By buying  Facciamo casa, la professionalità al tuo servizio, you will be able to choose between the architectural service at home, a shopping assistant or a mini course in interior design.

CasaFacile is now much more than a magazine. After seven active years in the web, the title now has a team of 24 creative bloggers who share the style and participate actively in the magazine’s events and initiatives, but mainly cultivate a dynamic and passionate community which includes 257,000 fans on Facebook and 82,200 followers on Instagram, who meet every day online to exchange tips, little discoveries and big projects.

CasaFacile has also confirmed its role as a strategic brand for advertisers, not just in the furniture sector: in fact, after closing 2016 with an increase of +6% in advertising revenues, the positive trend continues and has led CasaFacile leads to a +19% increase in terms of value in the first four months of 2017, an increase that reaches +40% if we include the additional revenues generated by the event.

A complete programme of the Design Lab CasaFacile is available at www.casafacile.it, on the magazine’s Facebook page and the Brera Design District circuit.

The co-producers of the initiative are Scavolini and Whirpool. Sponsors: Agridè, Arquati, Barilla, Cavit, Ortoromi, Fuji Instax, MT Masking Tape, Nardi, O bag, Saba, Sistem Air, Gruppo Gabel with the Vallesusa brand, Caffè Vergnano, Wilson & Morris. Partner: R101.

Arnoldo Mondadori Editore S.p.A. hereby informs that the notice of call of the Annual General Meeting on 27 April 2017, and the Directors’ reports, pursuant to art. 125-ter of Legislative Decree 58/1998 of the Italian Civil Code, on the following items on the agenda, to be discussed at both ordinary and extraordinary sessions, are available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it), and on the website www.gruppomondadori.it (Governance section):

– proposed confirmation of Director Paolo Ainio, co-opted pursuant to art. 2386 of the Italian Civil Code, and consequent resolutions;

– authorization for the purchase and sale of treasury shares, pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code;

– resolutions, pursuant to art. 114-bis of the TUF, on the granting of financial instruments;

– amendments to articles 7 and 17 of the Company by-laws.

Also made available, in the above manners, the Information Document on the 2017-2019 Performance Share Plan, prepared in accordance with Annex 3A, under the provisions of art. 84-bis of the Issuer Regulation.

The notice of call of the AGM was published today also in the newspaper indicated in the notice.

The additional documents regarding the AGM will be made available, in the manners above, within the time limits established by current laws.

Grazia, the Mondadori Group magazine edited by Silvia Grilli, and interpreter of Italian fashion and style around the world, is expanding its editorial system with the launch on newsstands, on Thursday 23 March, of  Grazia Beauty, an upscale special that interprets the trends in beauty.

Grazia Beauty offers its readers high quality content to keep them up to date, to provide inspiration and customise their look in the form of a beauty book to use and keep for six months, created by the editorial staff of the weekly, with the same characteristics used to produce Grazia itself: style, class and elegance.

“Our readers look to us for a vision on beauty trends and insights about innovations in skin care,” said Silvia Grilli. “This new twice-yearly supplement to Grazia responds to such needs with outstanding visual content so that reading it is also a memorable sensory pleasure,” Grilli added.

This first issue of Grazia Beauty is focused on the theme the ’80s, in terms of image and look: from full mono-colour eye shadow to red highlights, and from a review of the perfumes that were the protagonists of those years, to thick and wavy hairstyles as well as self-tanners and aerobic exercises for a sculpted physique.

The star of the features is the actress Sveva Alviti who embodies and encapsulates the idea of ​​women and contemporary beauty: confident, beautiful, elegant, international.

The graphic design of Grazia Beauty combines the approach linked to the news aspect of the magazine with the enhancement of the visual content. The photos are highlighted and treated with the maximum respect by the great photographer Florian Sommet.

Grazia is the leader in the beauty segment, with a 31% volume market share and an increase of 4% in terms of pages compared with 2015.

“Beauty is one of the sectors that most appreciates print media for its capacity to position clients and its ability to engage readers with images and narrative texts,” said Davide Mondo, chief executive of Mediamond. “Moreover, the possibility of being a qualified sampling vehicle for a profiled audience is often a key element for the entire sector,” Mondo continued. “From our Mediamond observatory, thanks also to the leadership achieved on digital by the Mondadori Group – which in this area is now Italy’s leading publisher – we are seeing a remarkable growth in web investments. The most requested and appreciated area by beauty clients is linked to special events and projects, relatively new strands for this industry. To give just one figure, in 2016, with Grazia alone we created as many as 60 projects for companies in the beauty sector,” Mondo concluded.

The new word on the subject of beauty is “mix”: that is, mixing formulas and textures to customise your beauty routine. With the special feature Make your mix readers can use the advice offered for the best personalised results based on the characteristics of their skin type. From Back of vitamin C to the Guru of fitness on the web, Grazia Beauty is also related to current events and 360° fitness. And, thanks to the Coolest gyms, also be up to date on these temples of fitness.

Grazia Beauty will be on newsstands on Thursday 23 March banded with Grazia at the price of €1.50.
The initiative will be supported by a range of different activities: point of sale posters, targeted distribution at hotels, airports and shopping malls and communication on Grazia’s social networks.

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the draft Parent Company and Group consolidated financial statements at 31 December 2016[1] presented by CEO Ernesto Mauri.

2016 was a truly important year in the history of the Mondadori Group, a year in which it successfully completed its strategic repositioning and laid the structural foundations to address the challenges of its new phase of growth.

To start with, the Group confirmed the positive outcome of the path of change that it embarked on in 2014 which, thanks to the steadfast commitment to focus on its core businesses – achieved also through a number of extraordinary transactions – and contain operating costs and overheads, brought a sharp improvement in results and in Mondadori’s ability to generate financial resources.

Over the last three years, the Group has, in fact, doubled adjusted EBITDA, up from 49.1 million euro to 108.5 million euro (approximately 100 million euro pro-forma), and reduced net debt at end 2016 (-263.6 million euro) by approximately 100 million euro versus end 2013 (-363.2 million euro), despite capital expenditure for the acquisitions made in 2016 (approximately 133 million euro, net of disposals).

In 2016, a crucial step was taken with the acquisition of Rizzoli Libri, which has allowed the Group to increase the contribution of the Books business, to consolidate its presence in the Italian Trade market, and to gain a leadership position in the school textbooks market and in the international illustrated books business (USA in particular).

The acquisition of Banzai Media operations was a cornerstone in the growth strategy of Mondadori’s magazine brands: thanks to this deal, the Group has become Italy’s top publisher also in the digital area with a leadership in key areas – women, food, health&wellness – that are complementary and synergistic with the brands held in its portfolio.

2016 also marked a turning point in the relations with the financial market, following admission to the STAR segment of Borsa Italiana, the start of a path that will shine greater light on the Mondadori Group to enhance the value of the Company and of its activities.

Group performance at 31 December 2016
In 2016, consolidated net revenue totaled 1,262.9 million euro, up by 12.4% versus 1,123.2 million euro in 2015.

Pro-forma revenue (based on the consolidation of the acquired companies as from 1 January) would amount to approximately 1,280 million euro.

On a like-for-like basis, the Group dropped by 2.9%.

Consolidated adjusted EBITDA improved sharply in 2016 (+48.5%), amounting to 108.5 million euro versus 73 million euro in the prior year (pro-forma adjusted EBITDA, including the results of Rizzoli Libri and Banzai Media as from 1 January, would amount to approximately 100 million euro).

The Books Area contributed 75.3 million euro, up by 76% (net of the negative contribution in the first quarter of Rizzoli Libri) versus 42.7 million euro in 2015, while Magazines Italy tripled its contribution to reach 10.5 million euro (Banzai Media consolidated for seven months only).

Even on a like-for-like basis, the Group achieved a remarkable performance, with adjusted EBITDA at 88.2 million euro, up by over 20% versus 2015.

The quarter-by-quarter results confirm the Group’s ability to constantly improve its operational effectiveness, despite the challenging scenario of its relevant markets, deriving from the industrial revision actions and re-organization launched and implemented over the last three years, while still maintaining continuous improvement in the publishing quality of its brands as a key objective.

On a like-for-like basis, operational effectiveness improved from 6.5% to 8.1% of consolidated revenue.

Total EBITDA grew by 15.3%, from 81.6 million euro in 2015 to 94 million euro in the reporting period. 2015 benefited from net positive non-recurring items of 21.2 million euro (from the disposal of certain assets) versus net negative non-recurring items of 3.7 million euro in 2016 related to expenses deriving from acquisitions made.

Consolidated EBIT in the year amounted to 60 million euro, improving by approximately 10% versus 54.5 million euro in 2015, as a result of the abovementioned improvement in EBITDA, despite increased amortization of 7.6 million euro from the changed consolidation scope.

Consolidated profit before taxes came to a positive 42.3 million euro, up by 10.4% versus 38.3 million euro in 2015. Financial costs in 2016 amounted to 17.7 million euro versus 16 million euro in 2015, which had benefited from the positive contribution of 1.6 million euro from the derecognition of a number of put options (Kiver, MUK and NaturaBuy), despite the significant investments made in the acquisition of Rizzoli Libri and Banzai Media, which increased average net debt for the year by approximately 20 million euro, offset by a decrease in the average debt rate (inclusive of amortized costs) of approximately 0.5 bps.

Consolidated profit from continuing operations, after minority interests, came to a positive 21.6 million euro, up by 43% versus 15.1 million euro at 31 December 2015.

Group profit at 31 December 2016 came to a positive 22.5 million euro, improving by 16.1 million euro and tripling the 6.4 million euro reported in 2015 (which included the loss of 8.7 million euro from the disposal of Monradio operations). Net profit in 2016 includes a capital gain of 1 million euro, net of relating expenses, from disposals.

The Group’s net financial position at 31 December 2016 came to -263.6 million euro versus -199.4 million euro at 31 December 2015, as a result of cash outlays for extraordinary transactions of 132 million euro, despite the Group’s positive cash generation from ordinary operations of 68 million euro (48 million euro on a like-for-like basis).

At 31 December 2016, cash flow from operations came to a positive 99.4 million euro (74.4 million euro on a like-for-like basis); ordinary cash flow (after the cash-out for financial charges and taxes for the year) amounted to 67.9 million euro, which is net of the cash outlays in the January-March quarter (not consolidated in 2016) of Rizzoli Libri, attributable to the investments made and to the seasonal nature of the Education business; on a like-for-like basis, Group cash generation from ordinary operations came to 48.4 million euro, improving versus 45.4 million euro in 2015.

Cash flow from extraordinary operations came to -132.1 million euro, as a result of capital expenditure net of disposals of 132.6 million euro, restructuring costs of approximately 15 million euro, and cash-ins from prior-years’ taxes amounting to 15.5 million euro.

In 2016, Group employees amounted to 3,261 units (3,076 units in 2015); on a like-for-like basis, the headcount dropped by 6.9% versus 31 December 2015, as a result of the ongoing reorganization process implemented both in Italy and in France.

Business outlook
In 2016, the Mondadori Group accomplished the goals of strategic repositioning and business-financial stability it had set three years ago, securing itself a leadership position and positive profitability in all its business areas, while continuing to push strongly on efficiency measures consistent with the relevant market trends.

Additionally, overall profitability improved significantly in the period, with adjusted EBITDA (pro-forma)[2] at approximately 100 million euro, as well as cash flow from operations, reducing total net debt to adjusted EBITDA (pro-forma) within 2.6x.

Over the 2017-2019 three-year period, the Group will continue efforts to strengthen its competitive position and improve the business and financial performance of its core businesses, through ongoing focus on publishing quality and optimization of operational processes and cost structure, while paying particular attention to the achievement of synergies arising from the integration of Rizzoli Libri, to the development of the Digital Area of Magazines Italy, and to the plan to expand the Franchising channel in the Retail Area.

In line with the above strategy, the plan sets operational targets which, based on the current scope, allow the Group to estimate for 2019 consolidated revenue above 1.3 billion euro, adjusted EBITDA of approximately 115 million euro, a net profit of 35 million euro, cash generation from ordinary operations close to 60 million euro, and a negative net financial position of around 155 million euro, net of the impact of any dividend distribution.

In light of today’s relevant context, it is reasonable to predict for 2017 basically steady pro-forma3 revenue versus 2016 and a “high single-digit” growth of adjusted EBITDA, with a resulting improvement in profit margins. The net profit for the year is expected to rise sharply by approximately 30%. Lastly, net debt at end 2017 is estimated to drop versus 31 December 2016, with a debt/adjusted EBITDA ratio at 2.2/2x.

Business areas
Books
In 2016, the Mondadori Group confirmed its leadership position in the Trade market with a 29.3% share (23.1% on a like-for-like basis, net of Rizzoli Libri brands), and secured itself the top position also in the school textbooks market, following the integration of Rizzoli Education activities, with a 24% share of textbook adoptions[3].

In the reporting period, the Area’s revenue totaled 475.1 million euro, up by 48.1% versus 320.8 million euro in the prior year, due basically to the effects of the consolidation of Rizzoli Libri from the second quarter.

On a like-for-like basis:

• Trade revenue grew by 1.7%, despite the selective publishing policy focused on improving efficiency and profitability;
• the Educational segment was basically steady (-0.4%);
• distribution activities fell sharply due to the termination of a number of distribution contracts.

Adjusted EBITDA increased by approximately 76% to reach 75.3 million euro versus 42.7 million euro in 2015. A result ascribable to the consolidation of Rizzoli Libri as from 1 April 2016 and to the 30.8% increase on a like-for-like basis. The reporting period reaped the benefits of the new management policy launched in 2015, focused on a targeted publishing policy and on the ongoing optimization of the operating processes in the Trade segment, which significantly increased the contribution margin; concurrently, action continued on containing fixed costs which, together with the increased performance of Mondadori’s Educational Area, contributed to further improving profitability, which stood, on a like-for-like basis, at 18.2% versus 13.3% in the prior year.

 

In the April-December consolidation period, Rizzoli Libri contributed 19.4 million euro to reported EBITDA, mainly as a result of the positive performance of the schools segment, which excludes the negative contribution in the first quarter from the seasonal nature of the Education business.

The Area’s EBITDA amounted to 72.5 million euro, up by 57.7% versus 45.9 million euro in 2015, which included the capital gain of 7.6 million euro from the transfer of the interest held in the Harlequin Mondadori joint venture, despite a higher percentage of restructuring costs versus the prior year (4.3 million euro in 2016 versus 0.5 million euro in 2015). 2016, instead, included charges of 2.3 million euro for the acquisition of Rizzoli Libri.

Retail
In 2016, revenue generated by the Retail Area amounted to 199.6 million euro, in line with the prior year on a like-for-like basis. As of 1 April 2016, following the consolidation of the acquisition of Rizzoli Libri, activities relating to Librerie Rizzoli have been absorbed by the Retail Area; as a result, the Area increased revenue by an overall 1.6%.

The analysis by channel of the Area shows the following:

• a growth in Megastores (+2.4%), driven by the openings of Milano San Pietro all’Orto in June 2015 and Arese in April 2016 (-5.5% on a like-for-like basis);
• the good performance of franchised Bookstores (+0.2%), driven by the development of the network (-1.9% on a like-for-like basis);
• the 4.8% drop of directly-managed bookstores (+2.7% on a store like-for-like basis);
• the growth of the online channel (+8.6%), specifically in the Book product (+12%);
• a more moderate drop by the Bookclub (-3.4%) than in prior years.

In 2016, the Retail Area’s adjusted EBITDA amounted to 2.3 million euro on a like-for-like basis, up by 3.6% versus the prior year (1.8 million euro including the result of Librerie Rizzoli).

A result achieved through ongoing cost-curbing measures, which led to a lower percentage of overheads and personnel costs, despite the reduction in the product margin arising from the different product/channel mix, related also to the structural decline of the book clubs channel.

EBITDA in 2016 amounted to 1.9 million euro (1.4 million euro including the result of Librerie Rizzoli) versus 1.8 million euro in the prior year.

Magazines Italy
In 2016, the Group retained its leadership of the magazine market, with a circulation share, in terms of value, of 31.7%, steady versus December 2015[4].

In the reporting period, the Area’s revenue amounted to 310.8 million euro, basically steady (+0.4%) versus 309.6 million euro in the prior year (-3.8% on a like-for-like basis, net of the effects of the acquisition of Banzai Media, consolidated as from 1 June 2016).

Specifically:

• circulation revenue: down by approximately 3%;
• revenue from add-on products: basically in line with 2015 (-0.6%);
• total advertising revenue: up by approximately 13%, pushed by the acquisition of Banzai Media; on a like-for-like basis, gross advertising sales on Group brands in Italy (print+web) fell by 3.8%.

Banzai Media, consolidated as of June 2016, contributed approximately 12.8 million euro to Magazines Italy revenue, bringing overall revenue of the properties at approximately 18 million euro, basically tripling the figures of 2015, and accounting for 21% of total advertising revenue.

In 2016, the Group reached a unique audience of 16 million/month,[5] becoming Italy’s top digital publisher, a position corroborated by comScore surveys, which reported in December 2016 an audience of 23.7 million unique users/month.

Adjusted EBITDA in the Magazines Italy Area improved sharply, rising from 3.5 million euro to 10.5 million euro, despite the drop in revenue triggered by the market context, driven by the effective review of the publishing structure and by the containment of promotional activities, while retaining the traditional focus on the publishing quality of the titles. The reporting period additionally saw a sharp drop in industrial costs, achieved also as a result of the renegotiation of printing contracts.

The Area’s EBITDA confirmed the growth trend, increasing from 0.4 million euro in 2015 to 3.8 million euro in 2016, as a result of the above actions and despite higher restructuring costs.

Magazines France
Mondadori France’s revenue came to 321.6 million euro in 2016, down by -3.9% versus 334.6 million euro in 2015.

Against a shrinking market backdrop, Mondadori France retained its position as second player in the magazine advertising market, with its share (in terms of volume) steady at 10.9%.

Advertising revenue (print-digital) fell by 6.5% versus 2015: digital advertising (almost 18% of total advertising revenue) grew by over +16%, partly offsetting the decrease from print advertising sales (-10.3% in terms of value).

Circulation revenue (newsstands+subscriptions), which accounts for approximately 75% of the total, showed an overall -2.9% decline, slightly improving versus the prior year, thanks to the steady performance of subscriptions, which make for over half the total (53%).

Digital activities grew by an overall 11.6%, driven by the digital activities of the properties (+9.5%) and by NaturaBuy activities (+23.5%).

Adjusted EBITDA came to 33.2 million euro, down by 8% versus the prior year, due in particular to M&A costs in the year with margins on revenue again above 10% (10.3% in 2016 versus 10.8% in 2015).

In 2016, Mondadori France continued to focus its strategy on editorial and overhead cost containment to counter the lingering weakness of the relevant markets, with a view to further adjusting the organization to market changes, while retaining the ability to make investments in quality and in the gradual digitization of publishing activities. Digital activities continued to enjoy positively growing margins in the reporting period versus 2015.

The Area’s EBITDA, amounting to 30.8 million euro, was down by 5% versus 2015 (32.4 million euro), to a lesser extent as a result also of lower restructuring costs.

Performance of Arnoldo Mondadori Editore S.p.A.
The financial statements of the Parent Company Arnoldo Mondadori Editore S.p.A. show a loss of 15.2 million euro for the year ended 31 December 2016, improving versus 32 million euro reported in the prior year.

Main significant events after year-end
On 29 September 2016, the Board of Directors approved the plan on the merger by incorporation of the subsidiary Banzai Media S.r.l. in Arnoldo Mondadori Editore S.p.A., prepared pursuant to art. 2501-ter and art. 2505, par. 1, of the Italian Civil Code, concurrently approved by the Board of Directors of Banzai Media S.r.l.

The transaction aims to achieve the full integration of Banzai Media activities with the digital properties of Magazines Italy. The value of Banzai Media’s brands will, instead, remain separate and distinct. The merger will give birth to a unified product range with the potential to present itself as a leader to both advertisers and users, improving time to market and sharing the wealth of mutual assets and know-how, leveraging on greater streamlined business processes.

On 8 November, the Board of Directors approved the merger by incorporation, with no share exchange, of the wholly-owned company Banzai Media S.r.l., in accordance with the previously approved merger plan.

The merger, signed on 10 January, took effect for statutory purposes as from 15 January 2017, and for accounting and tax purposes as from 1 January 2017.

The Board of Directors of Arnoldo Mondadori Editore S.p.A. called the Shareholders’ Meeting on Thursday 27 April 2017 in first call.

Renewal of the authorization to purchase and sell treasury shares
Following the expiry of the preceding authorization resolved upon by the Shareholders’ Meeting on 21 April 2016, with the approval of the financial statements at 31 December 2016, the Board of Directors will propose to the next Shareholders’ Meeting the renewal of the authorization to purchase and sell treasury shares with the aim of retaining the applicability of law provisions in the matter of any additional re-purchase plans and, consequently, of picking up any investment and operational opportunities involving treasury shares.

Here below are the main elements of the proposal made by the Board of Directors:

Motivations
The motivations underlying the request for the authorization to purchase and sell treasury shares refer to the opportunity to attribute to the Board of Directors the power to:

• 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 lending, 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 undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to sell treasury shares as part of share-based incentive plans pursuant to art. 114-bis of the TUF, and of plans for the free allocation of shares to Shareholders.

Duration
Until the Shareholders’ Meeting called to approve the financial statements for the year ending 31 December 2017.

Maximum number of purchasable treasury shares
The renewed authorization will enable the Company to reach the cap of 10% of its share capital, also considering the shares held directly and indirectly from time to time, in line with the previous authorization.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
Purchases shall be made on regulated markets pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998, of art. 5 of Regulation (EU) 596/2014, (ii) of art. 144-bis of the Issuer Regulation, (iii) of the EU and national legislation on market abuse, and (iv) of Accepted Practices.

Specifically, purchases shall be made on regulated markets, according to operating criteria which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals.

The minimum and maximum purchase price would be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. 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 would be completed in compliance with the conditions established in art. 3 of the Delegated Regulation (EU) 2016/1052.

With regard to the sale of treasury shares, the Board of Directors resolved to propose to the Shareholders’ Meeting to sell the shares in any appropriate manner in the interest of the Company, for purposes which include the sale on regulated markets, the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company or third parties, and support to incentive plans approved by the Shareholders’ Meeting.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 80,000 treasury shares, equal to 0.031% of the share capital.

For further information on the proposed authorization for the purchase and sale of treasury shares, reference should be made to the Directors’ Explanatory Report, which will be published within the time limits and in the manner prescribed by current laws and regulations.

Proposed adoption of a Performance Share Plan
The Board resolved, on a proposal from the Remuneration and Appointments Committee, to submit to the approval of the Ordinary Shareholders’ Meeting, the adoption of a Performance Share Plan for 2017/2019, in accordance with art. 114-bis of Legislative Decree no. 58 of 24 February 1998, intended for the CFO-Executive Director and/or other executive managers with strategic responsibilities and/or second-line managers/executives of the Group.

With the adoption of the Plan, the Company aims to incentivize Management to improve medium to long-term performance, in terms of both industrial performance and growth in the value of the Company.

The Plan envisages the right for beneficiaries to receive a bonus in the form of Company shares, subject to the achievement of specific targets set and measured at the end of the three-year performance period from 2017 to 2019.

These targets are structured to include both shareholder remuneration indicators and management indicators functional to raising the share value, ensuring maximum alignment of Management remuneration and the creation of value for the Company.

For details on the proposed adoption of the Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the information document drawn up by the governing body, pursuant to art. 84-bis and annex 3A of the Issuer Regulation, and to the explanatory report, which will be published within the time limits and in the manner prescribed by current laws and regulations.

Proposed amendments to the company by-laws
The Board resolved to submit a proposal to the Extraordinary Shareholders’ Meeting on amendments to art. 7 (adoption of increased voting rights pursuant to art. 127-quinquies of Legislative Decree no. 58/98) and art. 17 (amendments to appointment procedures for the Board of Directors by means of a so-called blocked lists system) of the Company by-laws. For further information on the amendments, reference should be made to the explanatory reports, which will be published within the time limits and in the manner prescribed by current laws and regulations.

Sustainability Report
The Board of Directors of Arnoldo Mondadori Editore S.p.A. also aligned financial and non-financial disclosures by approving its 2016 Sustainability Report, drafted according to the GRI Guidelines, standard G4, based on the “in accordance – core rating”.
A summary of the Sustainability Report in line with the provisions will be supplemented in the Annual Report; the complete document will be made available at the Shareholders’ Meeting.

The 2016 results, approved on today’s date by the Board of Directors, will be presented by the Mondadori Group Management to the financial community today, 5:00 PM, at the Mondadori Megastore in piazza Duomo, Milan.

The corresponding documentation will be made available on 1Info at www.1info.it, www.borsaitaliana.it and www.mondadorigroup.com (Investors).

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.

Annexes (see attached pdf):

1. Consolidated balance sheet;
2. Consolidated income statement;
3. Consolidated income statement – fourth quarter;
4. Group cash flow;
5. Arnoldo Mondadori Editore S.p.A. balance sheet;
6. Arnoldo Mondadori Editore S.p.A. income statement;
7. Arnoldo Mondadori Editore S.p.A. cash flow statement;
8. Glossary of terms and alternative performance measures used.

[1] On 30 September 2015, the transfer of 80% of the share capital of Monradio S.r.l. to R.T.I. S.p.A. was completed for a consideration of 36.8 million euro. Pursuant to IFRS 5 (“Non-current assets held for sale”), the Group’s radio business was classified as “discontinued operations” and as such entered in these consolidated financial statements. As a result, in the income statement for 2015, the results achieved in the period, along with the depreciation of operations made in order to bring their value in line with the consideration from the transfer, were classified under “Profit/(loss) from discontinued operations”.

 

[2] Pro-forma figures: consolidation of the companies acquired in 2016 (Rizzoli Libri and Banzai Media) assumed as from 1 January 2016.

[3] AIE, 2016 ministerial data based on textbook adoption (number of sections).

[4] Internal source: Press-di, December 2016.

[5] Source: Audiweb at December 2016

From Italy’s number one cooking web site comes a new magazine Giallo Zafferano. The Mondadori Group’s new monthly, on newsstands from Saturday 18 March, can already boast of two firsts: it has the same name as a brand leader in the digital world and is the first cooking magazine, in Italy and in Europe, to have been born from a web site.

Giallo Zafferano offers readers the opportunity of enjoying an experience that begins on the site and is completed with the magazine, with a distinctive offer compared to others on the market, thanks to continuous interaction between the web, social networks and the magazine, giving the brand an increasingly wide total audience.

The starting point is the 6.8 million unique users per month (source: Audiweb view total digital audience, December 2016) and a strong presence on social networks, where Giallo Zafferano already has a total of  4.6 million fans on Facebook.

The magazine, edited by Laura Maragliano, is an ideal bridge to “bring the kitchen into the hands of the reader” and enjoy an even richer experience. “This is the first time a cooking title has been born from a site: Giallo Zafferano is the result of two worlds and two experiences that meet and merge. Our team is made up of long-established professionals working alongside experts under 30, to share ideas and skills. We have begun to build a magazine with a unique, positive and interactive character. And we are confident that readers will welcome it with the same enthusiasm we have brought to this new project,” said the editor Laura Maragliano.

Giallo Zafferano has five distinctive features:

• 100 new recipes every month, created and tested by the editorial staff;
• a innovative square format and a layout that plays with white space and with all the dishes photographed from above;
• the creation of a community that includes the three much-loved faces of the Giallo Zafferano web site, as well as the magazine’s bloggers and journalists: in each issue three teams will face a new culinary challenge;
• the augmented reality app “Gruppo Mondadori AR+”, available for iOS and Android, to access filmed recipes, videos and extra content, and to interact with other users who are looking through the magazine;
• interaction with readers, who can vote on the site or using the app for their favourite dish from the monthly challenge and take part in the final contest by proposing a recipe that the editorial team will select for publication in the next issue, in a continuous online and offline dialogue.

The first issue of the magazine will be available on newsstands and at all the major retail chains both as a stand-alone product, at the special introductory price of €1, or in combination with the leading Italian weeklies, Donna Moderna, Chi, Tv Sorrisi e Canzoni, Grazia, Tustyle, Starbene and Confidenze (at €0.50, plus the price of the weekly), with a total print run of 1 million copies.

Giallo Zafferano makes its debut on newsstands with good numbers, also from the point of view of advertising sales with a total of 47 pages and out of the total 136 pages of the first issue.

The launch of this new magazine enhances the food system of the Mondadori Group, an offer able to cover, with its online and offline brand, all segments of the food sector: from historical publications such as Sale & Pepe, which this year celebrates its 30^th anniversary, to Cucina Moderna, the current market leader with sales of 249,000 copies (source: Ads December 2016), which celebrates its 20^th anniversary, as well as Cucina no problem, launched 15 years ago, and the more recent Guida Cucina and the newcomers CookAround and Giallo Zafferano and the Sale & Cucina School.

A brand portfolio which, with 96 issues per year, already has a circulation market share of over 60%, and a total overall audience of more than 9 million contacts, of which 7.4 million unique users per month and around 2 million readers per month (source: Audiweb view total digital audience, December 2016 + Audipress 2016 /III).

THE CONTENT OF THE MAGAZINE GIALLO ZAFFERANO

The magazine opens with the presentation of what’s new inside, a calendar of significant dates during the month, the products of the season and an extensive feature on a popular ingredient, easily found in our kitchens, with 30 new recipes quick and easy to prepare recipes, one for each day of the month.

The centre of the magazine gives space to the three teams, each headed by a well-known face from the web site – Manuel, for fast ethnic cuisine; Giovanni, for traditional cooking; Aurora, for vegetarian food – while bloggers and staff journalists each month will propose a new dish, with video-recipes available using the augmented reality app, a menu and 8 themed dishes. The three team leaders will also compete in a culinary challenge that will change every month and that readers can vote for on both the website or app.

Supporting each section readers will find fact sheets on food, both fresh and packaged, practical advice on the what and how to buy and at the centre of the magazine a poster to remove and keep.

The final pages are given over to the cooking school: sweet and savoury specialties meticulously explained with step by step, in pure Giallo Zafferano style, with technical information on cuts of meat and fish, advice on etiquette and do-it-yourself, a list of wines and a focus on kitchen items, from utensils to the latest electrical appliances.

For the launch of Giallo Zafferano a communication campaign has been planned on print media, the web and large-scale retail outlets, with creativity managed by Hi! Communication.

To mark the publication of the first issue, Giallo Zafferano will also be the protagonist of a series of meetings during the Milan Design Week, with show cooking and themed evenings that will take place in the exclusive location of the Casa Facile Design Lab in Via Solferino 14, in Milan, form 4 to 9 April from 7 to 9 pm.

The fourth edition of Panorama d’Italia, the live & media experience of Panorama, kicks off on 5 April to talk about Italy directly from its streets with initiatives and events open to everyone. After the record-breaking 2016 edition, the Mondadori Group newsmagazine, edited by Giorgio Mule, returns to celebrate the protagonists of the best of Italy in the business world, the economy, culture, science and food and wine, in 10 new stages taking in 13 Italian cities between April and November, with a successful award-winning format and many new features.

An authentic consecration of a now tried and tested formula of talk shows, debates with the protagonists of national politics, conferences, shows: in three years some 13 million people were reached by the tour and the public who intervened directly at the various appointments in the 30 cities amounted to some 320,000 thousand, with 1,123 guests and speakers (including 17 ministers, 15 Regional Presidents and 26 mayors), 1,210 media mobilised for 636 events, all open to the public, 511 entrepreneurs involved round table discussions with the participation of over 1,800 companies (including 500 innovative start-ups) and, finally, 37 universities and a total of 121 sponsors.

“Like all creatures, in this case editorial, also Panorama d’Italia has its own development path,” said the editor of Panorama Giorgio Mule. “After making the week dedicated to Milan permanent, this year, in addition to the 10 Italian stages, we decided to take a leap: to America. So, it is with considerable pride that we are launching This is Italy – Parts Unknown, a twin of the Panorama d’Italia that will be in New York in the autumn. We did this following in the path laid out by the President of the Italy, Sergio Mattarella. In fact, in October 2016, the President encouraged Panorama d’Italia to “enhance the excellence in which Italy is rich, and to expand knowledge and confidence in the future.” And  that is what we will do in this, even richer, edition of Panorama d’Italia and that’s what we’ll do in New York with This is Italy – Parts Unknown,” Mulè concluded.

The stages of the tour and the American “expedition”

In 10 stages from April to November, Panorama will cross Italy from north to south, involving local excellence and prestigious guests, moderated by the magazines leading journalists and others. For four days each city will host a full calendar of events in the most representative places in close contact with the protagonists.

We get started in Turin (from 5-8 April) and then make a stop in Bologna (19-22 April), Pavia (17-20 May), Spoleto, Norcia and Montefalco (7-10 June), Bari (28 June-1July), Trieste and Udine (6-9 September), Olbia (27-30 September), a special stop in Milan (15-21 October) and, finally, Caserta (8-11 November) and Dubrovnik (22-25 November).

This year these dates will be supplemented by This is Italy – Parts Unknown, a special stage in New York, from 31 October to 2 November: three days of events with a programme entirely dedicated to the discovery and celebration of our country through food and wine, business, fashion, design, art and culture. A showcase of excellence, thanks to the collaboration of Italian Business and Investment Initiatives and the support of the prestigious US Council on Foreign Relations, that includes four workshops dedicated to companies that have been able to put down roots in the United States, the excellence of Italian food and manufacturing, the best practices of Italian institutions and the capacity of cities to modernise. During a gala dinner at the Harvard Club, Italian & American Leadership awards will be presented. Among the Italians to be awarded will be the tenor Vittorio Grigolo, the football player Andrea Pirlo and the chef Vito Mollica.

What’s new in 2017

There will be a number of new features in the 2017 edition, which confirms the most popular of appointments recent years and will expand the range of initiatives with new partners and new projects.

A city in the mirror: Inthera, a company of the Mondadori Group, will conduct research dedicated to the territory of each stage to find out people’s views on work, their faith in and expectations for the future, their sense of belonging, social values, and their level of satisfaction with available services. The research will also examine issues related to consumption and buying propensity.

Focus meetings: after the extraordinary reception of last year, Focus will double its presence in the Panorama d’Italia programme, with four the events organised in every stage by Italy’s most widely read magazine, with 5 million readers, and edited by Jacopo Loredan. The novelty of 2017 is “Health on a plate. Discovering the truth and misconceptions about food”, a new format dedicated to nutrition and health, that will take the form of a Q & A with researchers and industry experts. Also making its debut this year is “Discover the past, understand the present”, which with Focus Storia will look at current events through episodes and events which have their origin in the local history of our country.

Also confirmed is the appointment with astronomy, which last year saw the astronaut Umberto Guidoni “Walking in space” with scientists and astronauts from the Italian Space Agency (ASI-Agenzia Spaziale Italiana) and the European Space Agency (ESA). Another repeat feature is the meeting dedicated to the environment with “Pollution and climate change: a changing earth”, in collaboration with the Department of Earth Sciences and Environmental Technology of the CNR, the Italian Air Force and Greenpeace Italy. During the event secondary school students will be the protagonists of a training workshop organised by Focus journalists.

Startups and innovation: the title is “Eureka: an idea becomes a business”, and it is a Panorama d’Italia competition that rewards business ideas and the most innovative projects aimed at the collective well-being of local communities. A panel of industry experts will award the idea and the most innovative start-up with a week of intensive training in New York as part of the “One Week Accelerator Program NY organised by the Italian Business & Investment Initiative.” An extraordinary showcase for business opportunities across the Atlantic for makers and startuppers from the nine regions involved in the tour and operating in the sectors of mobility; green economy; environmental health; youth and schools/work; tourism; wellness and lifestyle; integration and multicultural initiatives; an cyber ​security.

Projects for schools: students from the schools in the territories involved in the tour will have an increasingly active role in the 2017 edition of Panorama d’Italia. The new feature this year is called “Treasures of Italy: the city speaks”, a contest with which Panorama will rewards a high school with an entire computer room provided by Lenovo. To participate, students will create a photographic and/or journalistic reportage, a promotional video, an artistic artefact, a painting, a poem or a short story on the theme of beauty linked to the territory visited by Panorama d’Italia. In addition, Panorama has donated more than 7,000 books to colleges in previous years thanks to the “100 books for a school” initiative, enriching the libraries of the schools that have won the competition, which returns this year. This also includes “The beauty of Milan”, the initiative that in 2016 gave Milanese high schools the opportunity to make a special edition of the school newspaper, and then awarded 10 students with an internship at Mondadori, part of a combined school and work programme. This year, as well as books for the school library, participants can also win computers and other technological tools for their school.

Naturally, there is the Milan stage of the tour, which, after the extraordinary success of 2016 – with 22,000 participants and 54 events over 7 days – this year will be held from 15 to 21 October. Among the guests will be Benji & Fede, the pop duo favourite of the very young, and stars of a unique event in favour of the charity Lega del Filo d’Oro.

Cooking classes: in addition to the usual space given to culinary excellence with show cooking events featuring best chefs and meetings with personalities from the world of food, this year the taste experience is enriched with cooking classes in collaboration with Eataly: group lessons experts and focused on recipes, to be tried out in the company of friends and family, and special moments even for children.

On the occasion of the triple stage in Umbria, there will be a big concert in Spoleto to celebrate the territory in a special evening of music and solidarity and with the special participation of Serena Autieri. The popular musicians Giovanni Allevi and Niccolò Agliardi have already signed up for the show.

Meanwhile, a Panorama d’Italia info point will be a fixed feature in 10 cities throughout the duration of this stage, and in other areas there will be an alternating series of institutional and entertainment events. As always, the protagonists are artists, musicians, writers and celebrities, with exclusive interviews, presentations, showcases and previews.

An appointment reserved for the cinema, and curated by Piera Detassis, editor of Ciak and president of the Fondazione Cinema per Roma, will be especially dedicated to actors and directors.

Among the inevitable appointments with art, we will once again feature Vittorio Sgarbi, an exceptional guide to the artistic heritage of the area. Meanwhile, The Secret City, guided tours of palaces and other places of art generally closed to the public, will bring to light the hidden treasures of each city. An opportunity to rediscover the beauty of the area is also the purpose of the bike tour organised by EICMA, which with a special appearance by Roberto Giacobbo who will guide participants around a series of monuments and architectural treasures. Among the recurring guests there will also be the editor of Chi Alfonso Signorini who will conduct exclusive special talk shows with the most popular show business personalities of the moment.

Panorama will also renew its commitment to training and work: once again this year Panorama d’Italia will provide opportunities for young high school graduates, university undergraduates and graduates to participate in panel discussions and individual orientation sessions, in collaboration with the HRCommunity Academy Italia, with the HR managers of leading companies in the area.

Also our charity partnership with the Lega del Filo d’Oro will remain central with a contribution to the construction of the new Osimo Centre, an entirely new home for the deaf and blind and multi-disabled. Fundraising efforts are brought to life thanks to our collaboration with Cruciani, which has created a new limited edition bracelet especially for the occasion, to be sold exclusively at the events of the stages of the tour and on the Lega del Filo d’Oro web site. All proceeds from the sale of the bracelet will go to the charity association.

Panorama d’Italia online

The main events will be visible live on Panoramaditalia.it, on the Panorama.tv channel and on Facebook. Over the past few years we have broadcast more than 540 hours of live streaming of events, as well as live updates, photos and videos from the stages in progress. The site dedicated to the tour will this year provide an area for recording the events, which will offer a free three-month subscription to the digital edition of Panorama.

You can share all your impressions and experiences from the events of Panorama d’Italia on all of the leading social networks using the hashtag #panoramaditalia. The Twitter account @panoramaditalia will comment in real time on all the most important moments involving the protagonists of the events. Users of the social community are currently are 350,000, with 5,665,000 total views on Facebook alone.

Partners

Panorama d’Italia  is fortunate to be able to count on the support of high-level partners, who share the same commitment to the promotion of Italian excellence around the country and the world. They include: Ab medica, Autostrade per l’Italia, Cobat, Eataly, EICMA, Enel, Grimaldi Lines, IBM, Intesa San Paolo, Lenovo, Lottomatica, Università Telematica Pegaso, Poste Italiane, Sicily by Car, Teva. The charity partnership with the Lega del Filo d’Oro will accompany all tour dates. In addition, stage by stage, there will also be active media partnerships with leading local newspapers, and TV and radio stations.

Panorama d’Italia  is produced in collaboration with Triumph Group International for executive production and logistics; the registration platform is managed by The Rocks, while the digital strategy is developed and run by FPS Media.

Grazia Australia is expanding its publishing system with the launch of two print editions in 2017.

The name given to the new special publication, The Next Generation Issue, has two main aims: to reach out to a new audience, but also to act as a social agenda on the issues that matter most to readers.

The Next Generation Issue is the result of the success of the digital platform (https://grazia.com.au/) with which, since last year, Grazia has been present on the Australian market and established itself as one of the most dynamic fashion and lifestyle brands.

Of particular note is the distribution model which revolutionises the approach and contact points with the public using a new concept printed product.

With a print run of 110,000 copies, Grazia Australia will be Australia’s first luxury magazine to experiment with an innovative distribution method: not only using the usual channels, i.e. newsstands and retail outlets, but also directly through selected retailers who will make the magazine available at key locations for the world of fashion, capturing the interest of a selected and dynamic group of readers.

The Next Generation Issue has two different covers and aims to celebrate, in an unconventional manner, the many different channels of the fashion industry, the influence of social media – especially among millennials – and the combination of elegance and easy chic style that characterises Grazia all over the world.

With this initiative the Grazia brand once again confirms its role as an international point of reference for fashion and style.

Grazia International Network (www.graziainternational.com), the network created by the Mondadori Group to develop Grazia around the world, has built a global multi-channel system around the brand that, with its various publications and web sites, reaches an overall community of 17 million readers and a monthly circulation of 10 million copies.

Chi, Italy’s most widely read people magazine, and since the beginning a witness to celebrity weddings, launches an extraordinary new initiative: Chi Matrimoni.

From today happy couples everywhere can feel like real stars, thanks to a new service from Chi, that allows them to experience and talk about their wedding in an unforgettable way.

A wedding specialist and an international-level photographer will cover the couple right through the big day and produce a special personalised edition of Chi entirely dedicated to their wedding. A real magazine, printed as a limited edition and delivered to your home. An extraordinary record to keep and give as a gift to friends and relatives.

The photography will be handled by the agency of Massimo Sestini, an established photo-reporter and the author of some of Chi’s greatest scoops, a contributor to many Italian and international newspapers and magazines and the winner of a World Press Photo award in 2015.

In addition, it will also be possible to offer wedding guests a Chi gift package, including a subscription to the magazine, to keep up with the lives of VIPs and be sure not to miss a single copy of the popular magazine.

To mark the launch of Chi Matrimoni, a bride and groom will have the chance to become testimonials of this innovative service and be the first to experience the emotion of getting married with Chi.

For full details of the initiative, please go to chimatrimoni.it

The launch of the initiative will be supported by an advertising campaign in the press and online, conceived and developed by Graffiti.

“Chi Matrimoni” is also a format offered by Mediamond for other special initiatives that may be realised in collaboration with companies and brands that want to communicate in an original way their closeness to their audience.