Month: April 2018

Shareholders’ Meeting approves 2017 financial statements

  • Board of Directors appointed:
  • Marina Berlusconi Chairman
  • Ernesto Mauri CEO
  • Board of Statutory auditors appointed

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2017 and reviewed the 2017 consolidated financial statements of the Mondadori Group, which show a profit of 30.4 million euro, improving versus the like-for-like result of 2016 (22.5 million euro).

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2017, as disclosed to the market last 13 March 2018.

In accordance with the proposal of the Board of Directors, the Shareholders’ Meeting resolved to fully allocate profit for the year at 31 December 2017 (30,417,414.68 euro) to the Extraordinary Reserve under “Other reserves and profit/loss carried forward”, prior to allocation of 105,482.42 euro to the Legal Reserve.

Moreover, the Shareholders’ Meeting resolved, in ordinary session, on the following items on the agenda:

APPOINTMENT OF THE BOARD OF DIRECTORS
The Meeting appointed the new Board of Directors; the 14 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2020.

The Board was elected on the basis of the lists submitted by the shareholder Fininvest S.p.A., holder of 53.299% of the share capital for a total of no. 139,355,950 shares, and by a grouping of shareholders formed by asset management companies and institutional investors holding a total of no. 8,065,686 shares, equal to 3.084% of the share capital.

The members of the new Board of Directors are:

  • Marina Berlusconi (Chairman), Ernesto Mauri, Pier Silvio Berlusconi, Oddone Maria Pozzi, Paolo Guglielmo Ainio, Elena Biffi, Francesco Currò, Martina Forneron Mondadori, Danilo Pellegrino, Roberto Poli, Angelo Renoldi, Mario Resca, Cristina Rossello (from the majority list submitted by the shareholder Fininvest S.p.A.);
  • Patrizia Michela Giangualano (from the minority list submitted by a group of shareholders formed by asset management companies and institutional investors).

The majority list gained 69.245% of votes.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., convened at the end of the Meeting and chaired by Marina Berlusconi, confirmed Ernesto Mauri as CEO, vesting him with the relevant powers of management.

In accordance with the provisions of the Corporate Governance Code for Listed Companies, Ernesto Mauri was identified as “Director in charge of the internal control and risk management system”.

Directors Elena Biffi, Angelo Renoldi, Cristina Rossello and Patrizia Michela Giangualano declared that they met the independence requirements set out in art. 148, par. 3, of Legislative Decree No. 58/1998 and in the Corporate Governance Code for Listed Companies.

Director Martina Forneron Mondadori declared that she met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998.

The composition of the Board of Directors complies with the provisions on gender equality set out in art. 147-ter, par. 1-ter, of Legislative Decree no. 58/1998.

The Board of Directors also appointed the members of the following Committees, in compliance with the principles established by the Corporate Governance Code for Listed Companies adopted:

  • Control and Risk Committee: Cristina Rossello, as Chairman (independent); Angelo Renoldi (independent); Patrizia Michela Giangualano (independent);
  • Remuneration and Appointments Committee: Angelo Renoldi, as Chairman (independent); Cristina Rossello (independent); Elena Biffi (independent);
  • Committee for Related Parties Transactions: Angelo Renoldi, as Chairman (independent); Cristina Rossello (independent); Elena Biffi (independent).

The Board also confirmed, until expiry of its term, therefore, until approval of the financial statements for the year ending 31 December 2020:

  • Cristina Rossello as Lead Independent Director;
  • Oddone Maria Pozzi as Financial Reporting Manager.

The executive Directors are: Marina Berlusconi, Ernesto Mauri, Oddone Pozzi and Mario Resca.

The CVs of the members of the new Board of Directors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

APPOINTMENT OF BOARD OF STATUTORY AUDITORS
The Shareholders’ Meeting also appointed the Board of Statutory Auditors, composed as follows:

  • Sara Fornasiero as Chairman (elected based on the minority list submitted by a group of shareholders formed by asset management companies and institutional investors);
  • Ezio Simonelli and Flavia Daunia Minutillo as Standing Auditors (elected based on the majority list submitted by the shareholder Fininvest S.p.A.);
  • Francesco Vittadini and Annalisa Firmani as Alternate Auditors (elected based on the majority list submitted by the shareholder Fininvest S.p.A.);
  • Mario Civetta as Alternate Auditor (elected based on the minority list submitted by a group of shareholders formed by asset management companies and institutional investors).

The majority list gained 85.558%of votes.

The Chairman of the Board of Statutory Auditors, Sara Fornasiero, declared that she met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998 and in the Corporate Governance Code for Listed Companies.

Standing Auditors Flavia Daunia Minutillo and Ezio Simonelli declared that they met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998.

The composition of the Board of Statutory Auditors complies with the provisions on gender equality set out in art. 148, par. 1-bis of Legislative Decree no. 58/1998.

The CVs of the members of the Board of Statutory Auditors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

REMUNERATION REPORT
The Meeting approved Section One of the Remuneration Report on the policy adopted for 2018 regarding remuneration to directors and key management personnel.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 27 April 2017, the Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Meeting also authorized to sell the treasury shares acquired by the Company in compliance with art. 2357-ter of the Italian Civil Code.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 920,000 treasury shares, equal to 0.352% of the share capital.

Here below is the information provided on the authorization issued by the Meeting, also with reference to the provisions of art. 144-bis of Consob Regulation no. 11971/1999:

  1. Motivations
  • to use the treasury shares purchased as consideration in the acquisition of interests as part of the Company’s investment policy;
  • to use the treasury shares purchased in 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 implying the allocation 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 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.
  1. Maximum number of purchasable treasury shares

The authorization refers to the purchase of a maximum number of ordinary shares with a nominal value of euro 0.26 each up to a cap of 10% of the Company’s share capital.

  • Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases shall be made 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.

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 shall 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 shall be completed in compliance with the conditions established in art. 3 of the Delegated Regulation (EU) 2016/1052.

Any completed transaction shall be subject to disclosure pursuant to the terms and criteria set out in art. 87-bis of Consob Regulation no. 11971/1999.

Purchases instrumental in (a) the support to market liquidity and (b) the purchase of treasury shares to build a so-called “treasury shares” portfolio, shall also be made in accordance with the conditions provided by market practices, under the combined provisions of art. 180, par. 1, lett. C) of the TUF and of art. 13 of (EU) Regulation 596/2014.

With regard to the sale of treasury shares, the Meeting resolved to authorize the Board of Directors to sell purchased treasury shares: (i) through disposal of the shares on regulated markets; (ii) as consideration in the acquisition of interests as part of the Company’s investment policy; (iii) in the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company or third parties; (iv) to service share-based incentive plans approved by the Shareholders’ Meeting without any time limits.

  1. Duration

The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2018, while the authorization to sell is granted to last for an unlimited period.

2018-2020 PERFORMANCE SHARE PLAN

The Shareholders’ Meeting convened today approved, pursuant to art. 114-bis of Legislative Decree no. 58 of 24 February 1998, the establishment of the 2018-2020 Performance Share Plan intended for the CEO, the CFO – Executive Director and for certain Managers chosen by the Company, in compliance with the conditions previously disclosed to the market on 13 March 2018, pursuant to art. 84 bis, par. 1, of Consob Regulation no. 11971/1999.

For details on the 2018-2020 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 Consob Regulation no. 11971/1999, and to the Explanatory Report, published on the Company’s website www.gruppomondadori.it “Governance/Shareholders’ Meeting” section.

The minutes of today’s Shareholders’ Meeting will be made available according to the procedures and time limits of law.

The Board of Directors, meeting today at the end of the Shareholders’ Meeting, based on the declarations made by the directors and the information available to the Company, also confirmed that the independence requirements set out in Legislative Decree 58/1998 and in the Corporate Governance Code for Listed Companies of directors Elena Biffi, Cristina Rossello, Angelo Renoldi, Patrizia Giangualano and Martina Forneron Mondadori were met; director Martina Forneron Mondadori, despite having held her position for over nine years, met all of the further requirements set out in the Corporate Governance Code for Listed Companies.

The Board, based on the declarations made by the statutory auditors and the information available to the Company, also confirmed that the independence requirements set out in Legislative Decree 58/1998 and in the Corporate Governance Code for Listed Companies of the members of the Board of Statutory Auditors were met.

Mondadori Bookstore opens in Rome at the Aura shopping mall

More than 15,000 books, CDs, DVDs, and children’s area and Mondadori Café

From tomorrow a new Mondadori Bookstore will be open in Rome, at the AURA shopping mall, the large shopping hub opened in the Valle Aurelia area, just a short distance from the Vatican City.
With more than 15,000 titles on sale and an offer of events ranging from meetings with leading protagonists from the world of books and music to children’s workshops, the new Mondadori bookshop will be a point of reference for readers and visitors to the centre and place to discover a world of culture and emotions.

This new opening takes the number of outlets in the Mondadori Store network in the Rome area to 23, a level of coverage that confirms the Mondadori Group chain’s position as the most extensive bookshop chain in Italy, able, through its more than 600 stores, to serve over 20 million customers every year.

The new Mondadori Bookstore, located in a position close to the main entrance to the Aura shopping mall, is spread over an area of 300 square metres, where customers can find the latest book releases in fiction, non-fiction, classics and  graphic novels, an area for children and teenagers with books and toys, a sector for music and films, the best stationery products, gift boxes, and a corner dedicated to the Kobo e-reader.
The store also offer the possibility of accessing a catalogue of more than 7 million books available online at Mondadoristore.it, thanks to Pick up point services, where customers can pick up in the store titles that they buy online; Order and collect, where they can order online and pick up in store; or Home delivery, where products ordered in the store can be delivered straight to the customer’s address.

Inside the bookshop there is also a Mondadori Café, with seating for 35 customers, open all day, from breakfast time until the evening cocktail hour, with healthy gourmet products, and special attention to the needs of children.

Among the first events planned at the store will be a number of appointments for children between the ages of 4 and 10: on 28 and 29 April and 5 and 6 May, from 10 am to 12.30 pm and from 3 pm until 7 pm the Mondadori Bookstore will host two workshops run by professional educators who, using physical and musical expression techniques, will facilitate integration, familiarity between the participants and group training in teamwork.

The Mondadori Bookstore project was designed by Studio Kallipigia Architetti. Mondadori Café was developed in collaboration with Cibiamogroup.

A special April issue of Casabella

To coincide with the Milano Design week, an issue full of exclusive content

Special issue for Casabella that this month, on the occasion of the Milan Design Week, brings numerous exclusive contents at newsstands.

The latest 180-page issue of the Mondadori Group magazine, edited by Francesco Dal Co, that is a point of reference for architects around the world, includes an entire section dedicated to Milan, in particular to CityLife and the Fondazione Prada; an extensive feature on the 30th anniversary of the production, by TECNO, of NOMOS, the celebrated table designed by Norman Foster; and, above all, a preview of images of the designs that make up the first National Pavilion of the Holly See at the 16th International Biennale di Venezia, that opens on 25 May. The project, curated by Professor Francesco Dal Co, editor of Casabella, was inspired by the famous “Woodland Chapel”, built in 1920 by Gunnar Asplund in Stockholm’s Woodland Cemetery, and reinterpreted by a group of designers from around the world. The pavilion of the Holy See at the Biennale di Venezia is “diffused” and will involve the creation of eleven chapels on the island of San Giorgio, eleven different interpretations in the style and character of their creators that are translated into small sacred spaces thanks to the technical skills of the same number of Italian companies. The project will be officially presented on Wednesday 18 April, at the new headquarters of the Casabella Laboratorio, in Via Vigevano 8, in Milan.

The space, which is in the heart of Milan and hosts exhibitions, meetings and events, has recently moved to the Chipperfield studio, where its work continues also with training activities in collaboration with ProViaggiArchitettura, a company specialised in the organisation of architectural itineraries which, in 2017 alone, involved over 6,000 professionals from the sector. Conferences, tours, visits to construction and production sites, exhibitions, lectures and meetings, are just some of the activities included in the offer Casabella and ProViaggiArchitettura, and aimed at expanding the magazine’s cultural reach, in response to the needs of readers and the need to obligation, foreseen by professional bodies, to keep up to speed on developments in the sector.

Every month Casabella proposes ideas, designs, trends, floor plans, historic documents, as well as critical essays and reflections, for architectural professionals and lovers of e per design, as well as building and furniture designer who are interested in understanding and discovering contemporary architecture and how the culture of architecture is evolving.

For more information, please visit: casabellaweb.eu

Grazia presents “Infinity Hub_a wandering place”

An installation designed by Diego Grandi to clebrate the magazine’s 80th anniversary

The space is organised in thematic areas - Infinite Power, Infinite Movement and Infinite Beauty - and during the Design Week will host activities and events open to the public

Grazia celebrates 80 years of the magazine at the Milan design week, as part of the exhibition event House in Motion, with Infinity Hub_a wandering place, an installation designed by Diego Grandi that will host readers, visitors and exclusive events with big names from the worlds of cinema, entertainment and business.

The celebrations marking the 80th anniversary of Grazia continue. In fact, on the occasion of the Milan Design Week and as part, the Mondadori Group magazine, that is an international point of reference, presents

Grazia’s Infinity Hub is inspired by the succession of arches along the portico of Largo Richini at the University of Milan, and suggests an evolving path where experience becomes a fundamental element of a journey that celebrates the 80th anniversary of the Mondadori Group magazine, an international point of reference for the world of fashion and a voice in current affairs.

The installation, in perfect harmony with the existing architecture, gives life to a free and open space that is connected to the outside, in which the materials, colours and furnishings create a pathway that is full of suggestions related to the idea of infinity, developed across three modular structures: Infinite Movement, an installation that doesn’t just look at glam, but also at sustainability, thanks to the collaboration of Pinko X Treedom, made up of rotating geometric shapes, suggesting a timeless dance; Infinite Power, developed with the lingerie brand Triumph, a potentially infinite interlocking structure that takes over the Largo Richini portico with a series of high-impact graphic elements: slogans, images and icons, that intertwine to represent women’s strength and cohesion; and Infinite Beauty, conceived in collaboration with the vegetable cosmetic brand Yves Rocher, which thanks to two circular rooms that provide a repeating and always different  image of the individual, invites us to look at ourselves from a multitude of different points of view and to ask ourselves what perception and image we have of our bodies.

Grazia’s Infinity Hub also has an area dedicated to talk and, starting on Tuesday 17 April between 6 and 7pm with a debate on the concept of empowerment with the editor of Grazia Silvia Grilli, the actress Carolina Crescentini and singer Noemi; followed on Friday 20 April between 6 and 7pm with a meeting focusing on sustainability during which the editor of Grazia will discuss with the chief executive and founder of Pinko Pietro Negra, the TV presenter Filippa Lagerback and radio presenter Paola Maugeri.

For more information: www.grazia.it

Interni presents “House in Motion”

With this edition, Interni’s much-awaited exhibition event celebrates its 20th anniversary

Interni confirms its leadership in the professional living segment and in the communication of the design system:
• advertising revenues up by 8.5%
• a system of publications that distributes over 652,000 copies

HOUSE IN MOTION” is the title of the much anticipated exhibition-event conceived by the monthly magazine INTERNI, and that with this edition celebrates its first 20 years (1998-2018).
With the patronage of the City of Milan, “HOUSE IN MOTION” will run during the FuoriSalone, from 16 to 28 April, the courts of the University of Milan, at the Orto Botanico in Brera and at the Audi City Lab in Corso Venezia 11 (formerly the Seminario Arcivescovile), where INTERNI has extended the reach of its urban animation initiatives.

The Mondadori Group magazine edited by Gilda Bojardi has called on leading protagonists from the world of Italian design and designers and architects of international standing to examine the theme of the “House in Motion”, in collaboration with companies, multinationals, start-ups and institutions. The result is an extraordinary collection of over 32 exhibits, from installations (18) and design islands (14), to micro-architecture and macro-objects, all site-specific, that combine to create a mosaic of forward-looking styles and visions.

The designs interpret issues related to living and mobility which, increasingly intersect and contaminate each other to generate new lifestyles. The home becomes a place that responds to the needs of those who inhabit it and adapts to their evolution; at the same time, places of transition, stopovers and work, such as means of transport,  adopt the friendly and informal spirit of homes, in which technology has an increasingly decisive. It is an exchange that generates new behavioural models and unseen design solutions.

Massimo Iosa Ghini, with Italcer Group, has translated these ideas into a linear and open house  of ceramic panels, set in the beautiful Cortile della Farmacia, equipped with special software that transforms it into a space for social interaction and sharing (Home Co-Thinking). The Peter Pichler Architecture studio, meanwhile, has given form to an almost spacy structure made entirely of wood (Future Space) in the centre of the Cortile d’Onore, a sort of six-pointed star of organic and dynamic form. Lorenzo Damiani along with Ikea Italia Retail has designed a ‘transportable’ house, with mysterious interiors to be explored, which demonstrates the ability of the Swedish company to accompany change (Searching for Infinity). Diego Grandi, celebrates the 80th anniversary of the magazine Grazia, an international point of reference in the world of fashion, with an installation inspired by the succession of arches along the portico of Largo Richini, that will host activities and events, an open, fun and emotional space, with free entry and liked to the outside, that reflects the spirit of the magazine (Infinity Hub, a wandering place).

Among the most significant international participants is the British studio Stanton Williams Architects that with Focchi Group presents ‘Baldacchino’, a luminous pavilion in metal and plexiglass pavilion which becomes a space for a dance performance, and, from Turkey, Tabanlioglu Architects that with Nurus are proposing housEmotion an archetypal structure with vibrating borders that represents the place of origin; from which we leave in pursuit of new experiences.

Among other things, designs will be on show by Dario Curatolo with Regione Puglia, Aba-Paolo Belardi and Daniela Gerini with Regione Umbria, Davide Rampello with Jiuquitang Co., Lissoni Associati with Elisabetta Illy and Stefano Guindani, Filippo Taidelli with Universal Selecta and Casalgrande Padana, Labics with Elica, Alexander Bellman with Samsung Electronics Italia and 14 other design islands.

“INTERNI HOUSE IN MOTION” also has two co-producers: Audi, the premium brand of the Volkswagen Group, and Eni Gas e Luce, a new company of  Eni SpA for the retail sale of gas, electricity and energy solutions. Each of the main sponsors are presenting a high-impact installation, designed by internationally renowned architects and in dedicated locations: Mad Architects with Audi at the Audi City Lab, the former Seminario Arcivescovile in Corso Venezia 11, while Eni gas e luce with students from the SOS-School of Sustainability and Mario Cucinella Architects at the Orto Botanico in Brera.

Ma Yangsong from the Mad Architects Studio has designed for Audi an evocative ring of light (Fifth Ring) that hangs over and animates the courtyard of the palace in Corso Venezia 11, a mix of fog and reflections, a metaphor for the conjunction of innovation and the future, represented by on of the car manufacturer’s most surprising prototypes.

SOS-School of Sustainability and Mario Cucinella Architects meanwhile, brings the intangible beauty of energy behind the nature of the Orto Botanico in Brera, transforming the area into a smart city in which history lives alongside the most advanced urban models. Seven hundred small, well-lit and smart living units are the protagonists of an interactive space.

 

The music of R101, the official radio of “HOUSE IN MOTION”, will animate the evening of Friday 20 April with the music show R101 DUAL DIGITAL DJ SET featuring Aggness and Gerry Pulci while on Sunday 22, at the end of the first week of the exhibition and the FuoriSalone, an exclusive concert by the jazz pianist Danilo Rea.

The INTERNI system

In April the INTERNI integrated communication system is multiplied by six, underlining its role as the main source of information for the world of design. In fact, thanks to 4 print publications (INTERNI, INTERNI Panorama, the free press INTERNI King Size and the Guida FuoriSalone), a big event (“INTERNI HOUSE IN MOTION”) and INTERNI online (web site, app and social), the system offers tools that make it possible to be up to date in real time about trends, what’s new and previews related to the design world, making it an authentic vademecum for everyone who wants to find out about and find their way around an event that is unique in the world, the FuoriSalone.

The INTERNI system in numbers

With an appointment that gives to Milan a unique and exceptional level of visibility, the INTERNI system confirms its absolute leadership in the professional living segment with an 8.5% rise in advertising  revenues, as well as in the communication of the design system, transforming itself from a sector-based publication to a mass media platform. The brand’s strength derives from the figures that the entire INTERNI ecosystem can boast on this occasion: 55,000 copies of INTERNI, 200,000 copies of INTERNI/Panorama, 120,000 copies of INTERNI King Size, 250,000 copies of the Guida FuoriSalone, a total print run over 625,000 copies, with more than 4,000,000 readers and around 1,200 pages.

Further proof can also be seen on the territory: in fact, an important street advertising campaign is foreseen for “HOUSE IN MOTION” that includes banners in 15 locations in the centre of Milan, 1,000 flags for around 500 events, 10 shuttle bus retros, as well as totems, decorated newsstands, floor-graphics, station domination (Rho and Cadorna), windows and led walls (Megastore Mondadori in Piazza del Duomo and the Rizzoli Store in Galleria Vittorio Emanuele).

To find your way around the increasingly rich panorama of appointments planned for the Milan Design Week, a must-have is the Guida FuoriSalone® – which is also available as a free app for iPad, iPhone and Android devices (tablets and smartphones) – which provides a reasoned summary of over 400 events and a day by day list of appointments involving the companies, designers and architects participating in the FuoriSalone, and the Guida Zee Milano (available only in the digital version) with a selection of new itineraries and fashionable locations around the city: from design to shopping, and from department stores to restaurants and hotels.

For  more information: http://houseinmotion.internimagazine.it/

Clarification on the proposed allocation of profit resulting from the 2017 financial statements

With regard to the 2017 Annual Financial Report, published on 29 March 2018, mention should be made that, owing to a mere clerical error, the proposed allocation of profit resulting from the financial statements for the year ended 31 December 2017 appearing on page no. 397 of the 2017 Annual Financial Report, makes no reference to the application of the provisions of art. 2430 of the Italian Civil Code.

The proposal should, therefore, be supplemented as follows:

“The Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., convened in ordinary session, with regard to the profit of 30,417,414.68 euro resulting from the Financial Statements at 31 December 2017

resolves

to fully allocate profit for the year at 31 December 2017 of 30,417,414.68 euro to the Extraordinary Reserve under “Other reserves and profit/loss carried forward”, prior to allocation of 105,482.42 euro to the Legal Reserve.”

The 2017 Annual Financial Report – to be read, limited to the proposed allocation of profit for the year, together with this press release – is 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).

Tustyle is media partner of MKS Milano Fashion School

The Mondadori Group magazine offers a scholarship to become a fashion stylist : the successful candidate will have the opportunity to enter the wolrd of fashion thanks to high quality training

Tustyle, the Mondadori Group magazine edited by Marina Bigi, is the media partner of MKS Milano Fashion School – a high quality professional training institute in the world of fashion and a centre of excellence for Made in Italy with a strong international vocation.
Together they have launched a competition entitled: TuStyle Fashion School with as the prize a scholarship to study fashion design worth €6.900 at the prestigious school.

The annual 500-hour course in fashion styling provides professional training for fashion designers across a  wide range of areas: advertising, personal styling, shop styling, event styling, editorial and digital styling and, finally, also television styling.
The course also includes practical lessons  on different sets –  show-rooms, backstage, photographic set – and shooting sessions which enable students to acquire the necessary autonomy to create editorial material.

For the launch of the competition the fashion team of  TuStyle has produced a video tutorial featuring three MKS students. The students create three looks under the supervision of qualified stylists and receive assessments and suggestions on their work. The video tutorial will be available of the Tustyle.it web site and will mark the beginning of the period of the competition.

To participate in the competition candidates must go to fashionschool.tustyle.it through which readers between the ages of 18 and 28 can upload a photo with a look created by them, a sentence explaining what fashion means to them and their curriculum vitae (from 3 April to 2 May). Readers are also invited to post a photo of the look they have created on their social networks using the dedicated hashtag #tustylefashionschool.

By 8 May a jury made up of the TuStyle fashion team and representatives of MKS will select the winner of the scholarship.

For more detailed information, please go to: www.tustyle.it

Donne come noi: on stage with Tosca at the teatro Franco Parenti in Milan

The show inspired by the book “Donne come noi” written by Donna Moderna and published by Sperling&Kupfer

Donne come noi is the name of the show produced by Donna Moderna, in collaboration with the Teatro Franco Parenti, that will open in Milano on 17 April 2018 before going on to tour Italy.

Based on the book of the same name, written by 34 journalists on the editorial team of the magazine, and published by Sperling & Kupfer. Donne come noi is a collection of 100 stories of contemporary Italian women who on the strength of their tenacity, competence and courage have achieved something important.

They include: Fabiola Gianotti director general of CERN, Pinin Brambilla Barcilon restorer of the Last Supper, Elena Cattaneo pharmacologist, biologist and life senator, well know for her research in stem cells and Huntington’s disease, Chiara Vigo weaver and the world’s last great expert of fine linen, Paola Zukar the lady of rap and manager of artists such as Fabri Fibra and Marracash, Roberta Buzzolani Chief Prosecutor of Sciacca, Francesca Bosco one of Italy’s best-known criminologists, Bebe Vio fencer and paralympic champion, Sofia Goggia one of the world’s leading skiers and winner of the downhil gold medal at the recent Winter Olympic Games.

The show by Giulia Minoli and Emanuela Giordano, brings to the stage 5 actors who interpret some of the protagonists of the book, accompanied by piano, cello and accordion. The leading part is played by actor and singer Tosca with Giovanna Famulari, Maria Chiara Augenti, Eleonora De Luca, Rita Ferraro and Fabia Salvucci who together will tell the stories of women who have changed ytheir lives and those of others, that are a hope for the future, who can be taken as models and examples.

Donne come noi is a project dedicated to female empowerment. Empowerment means giving both power and responsibility to someone. In this case it means encouraging women to think big. Donna Moderna, the Mondadori Group weekly edited by Annalisa Monfreda, wants to achieve this with an inspiring book, a show that is meaningful and moving and with training courses that develop concrete skills.
Teamwork, time management, career reconfiguration, thinking outside the box, learning to tell your story: these are just some of the skills that the training course, offered for free in many Italian towns and cities, aims to develop.
The objective of the training course is to provide participants with the so-called soft skills, that today count so much in the selection of candidates. The team of trainers will be supported by a number of professionals from companies who will bring their knowledge and experience.

L’Oréal Paris is supporting Donna Moderna in this project, just as it is always on the side of women, in terms of beauty but also in terms of self-esteem, as is expressed by the company’s famous claim “Because I’m worth it”. L’Oréal supports women by encouraging them to see themselves as “unlimited” with regard to realising their potential.
L’Oréal Paris offers the show and the training courses for free to Italian women so that everyone can learn to believe in their own worth.

For more information, please visit: www.donnamoderna.com/donne-come-noi.

Shareholders’ meeting 24 – 26 April 2018: appointment of the Board of Directors

With regard to the list for the appointment of the Board of Directors submitted by the controlling shareholder Fininvest S.p.A., notice is hereby given that, on today’s date, candidate Alessandra Piccinino has announced that she can no longer accept her nomination owing to sudden commitments. Alessandra Piccinino has, therefore, declared that she henceforth renounces her nomination to the position of director of the Company.

Additionally, shareholder Fininvest S.p.A. has announced, pursuant to art. 9 of the Corporate Governance Code, its intention to propose to the Shareholders’ Meeting that the Board of Directors be composed of 14 members, in accordance with the provisions of the bylaws.

 

Publication of the lists for appointments to the Board of Directors and to the Board of Statutory Auditors

Arnoldo Mondadori Editore S.p.A. informs that the lists for the appointments to the Board of Directors and to the Board of Statutory Auditors filed by the shareholder Fininvest S.p.A., holding a total of no. 139,355,950 shares equal to 53.299% interest in the share capital, and by a grouping of shareholders formed of asset management companies and institutional investors, holding a total of no. 8,065,686 shares, equal to 3.084% of the share capital, accompanied by the documentation pursuant to Consob regulation no. 11971/1999 and to the by-laws, are available at the registered office, at the authorized storage mechanism 1Info (www.1info.it), and on the website www.gruppomondadori.it (Governance section).

The shareholders that are part of the grouping of asset management companies and institutional investors have declared, pursuant also to Consob communication no. DEM/9017893 of 26 February 2009, the absence of any association and/or significant relations with shareholders who, also jointly, hold a controlling or relative majority investment.

Candidates to the Board of Directors

  • List submitted by the shareholder Fininvest S.p.A.:
1 Marina Berlusconi 8 Martina Forneron Mondadori (*)
2 Ernesto Mauri 9 Danilo Pellegrino
3 Pier Silvio Berlusconi 10 Roberto Poli
4 Oddone Maria Pozzi 11 Angelo Renoldi (*)
5 Paolo Guglielmo Luigi Ainio 12 Mario Resca
6 Elena Biffi (*) 13 Cristina Rossello (*)
7 Francesco Currò 14 Alessandra Piccinino (*)

 

  • List submitted by a grouping of shareholders formed of asset management companies and institutional investors:
1 Patrizia Michela Giangualano (*)
2 Paolo Giovanni Agostino Alberoni (*)

(*) Candidates declaring their eligibility as independent director

 

Candidates to the Board of Statutory Auditors

  • List submitted by the shareholder Fininvest S.p.A.:
Standing Auditors
1 Ezio Simonelli
2 Flavia Daunia Minutillo
3 Francesco Antonio Giampaolo

 

Substitute Auditors
1 Francesco Vittadini
2 Annalisa Firmani
3 Fabrizio Malandra

 

  • List submitted by a grouping of shareholders formed of asset management companies and institutional investors:
Standing Auditors
1 Sara Fornasiero

 

Substitute Auditors
1 Mario Civetta

 

The Ordinary Shareholders’ Meeting for the appointments to the Board of Directors and to the Board of Statutory Auditors is convened on 24 April 2018 (on April 26 in second call, if necessary).