The bookshops of the Mondadori Store chain will reopen to the public across the whole country, while ensuring the safety of customers, booksellers and staff. From next week, with the opening of shops also in Lombardy, Piedmont and Campania, all of the more than 550 directly-owned and franchise outlets in the chain in Italy will be open, subject to further indications from local and regional authorities.

In recent weeks, the Mondadori Group’s bookshop chain has prepared for the gradual reopening of its outlets with a personalised programme based on the size of the shop – small, medium, large – their location – central or in shopping malls – and the specific characteristics of each shop and the indications of the different regions regarding anti-contagion protocols.

“We will restart from where we left off. In over a month of lockdown we have continued to offer a service to readers with home deliveries. We have also put our range of stories, events, culture and entertainment online so that our bookstores – even virtually – can continue to be places to meet and exchange ideas. Now we are starting up the engine again, giving priority to the safety of our customers and our people,” declared Carmine Perna, chief executive of Mondadori Retail.

In all the bookshops of the chain, using the message “Per fare tanto, basta poco” (It doesn’t take much, to make a big difference), Mondadori Store welcomes visitors back, reminding them of a few simple rules to enable everyone to have access to the shop, look at books, ask for advice: at wait their turn at the entrance, while maintaining a safe distance and using the hand sanitiser, facemasks and disposable gloves available. But customers can always also check the availability of a title on Mondadoristore.it or by contacting the shop directly and choosing either to collect their book from the shop or have it delivered at home.

There is also a free personal shopping telephone service called “Il tuo libraio” (Your bookseller): a direct line to the Mondadori Store booksellers, who are available to offer customers advice and suggestions targeted to their preferences and enthusiasms, as well as pointers to new authors, and the possibility of buying a suggested book delivered at home, for oneself or as a gift.

Mondadori Store will also give an account on social media, using photographic contributions by its booksellers, of the return to a form of normality in the bookshops. The galleries can be found on https://www.facebook.com/MondadoriStore and https://www.instagram.com/mondadoristore.

Mondadori Store communication campaign in support of the reopening of the bookshops and welcoming back its customers, has been curated by the Canali&C. agency, and will run across a range of media: on radio, with a spot on air from 11 May on the RadioMediaset stations, in store, with posters and videowalls in the stores, on the web, with newsletters and advertising on Mondadoristore.it and the chain’s social media profiles.

More information and contact details for all the stores is available at https://www.mondadoristore.it/negozi-aperti-emergenza-sanitaria/.

Focus Junior, the Mondadori Group magazine that is a point of reference in the world of kids, has launch a daily programme of content to support and entertain children kept away from school by the current health emergency.

Science, history, technology, fun and games: every day on the web site www.focusjunior.it – which reaches an audience of over 500,000 unique users every month (Source: Audiweb, January 2020) – and the Facebook and Instagram social network channels, Focus Junior offers a range of background materials, creative activities and brand new experiments, in line with the brand’s characteristic edutainment philosophy, which aims to stimulate and engage children while having fun.

Like a real day at school, starting at 9 in the morning, with news and the facts of the day, continuing at 11 am with revision of the rules of mathematics and grammar.

At 1 pm and then at 7 pm, background materials in Italian, maths, history, science, with a wealth of curiosities to discover.

At 4 pm, it’s time for creativity with special workshops: videos led by Focus Junior experts, with a range of ideas for things to try at home to exploit manual skills and learn new things, from Harry Potter’s magic potion, which involves chemical reactions, to the construction of a video projector to recreate a little cinema in your bedroom, and much more.

The kids are also invited to talk about their daily activities at home on video, a selection of which will be posted each day on the Instagram profile of Focus Junior.

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 2019 and reviewed the 2019 consolidated financial statements of the Mondadori Group. The net result amounts to € 28.2 million (IFRS 16), in line with forecasts.

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2019, as disclosed to the market on 17 March.
The Chief Executive Officer also confirmed that the current events related to the Covid-19 emergency do not change the Group’s solid medium-long term prospects.

The Shareholders’ Meeting, also following the voting intention expressed by the shareholder Fininvest S.p.A. and disclosed on 8 April, resolved not to distribute a dividend, as proposed on 17 March 2020 by the Board of Directors, and to allocate the entire profit of Arnoldo Mondadori Editore S.p.A. at 31 December 2019 to the extraordinary reserve, amounting to € 28.2 million (IFRS 16).

The Shareholders’ Meeting resolved on the following additional items on the agenda:

Report on remuneration policy and compensation paid
The Shareholders’ Meeting approved Section One of the Report on remuneration policy and compensation paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and dispose of treasury shares
Given the approaching expiry of the previous authorization resolved on 17 April 2019, the Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Shareholders’ Meeting also authorized to sell the Treasury Shares acquired by the Company in compliance with Article 2357-ter of the Italian Civil Code.
To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 2,938,293 treasury shares (1.124% of the share capital).

Here below is the information provided, also with regard to the provisions of Article 132 of Legislative Decree 58/1998 and to the provisions of Article 144-bis of Issuer Regulation no. 11971/1999, on the authorization issued by the Shareholders’ Meeting.

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

• 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 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 rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to dispose of treasury shares as part of share-based incentive plans pursuant to Article 114-bis of the TUF, and of plans for the free allocation of shares to employees or members of the governing or supervisory bodies of the Issuer or of an associate or to Shareholders.

Duration
The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2020, while the authorization to sell is granted to last for an unlimited period, given the absence of provisions in this regard pursuant to the provisions in force and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

Maximum number of purchasable treasury shares
The authorization refers to the purchase, including in more than one tranche, of a maximum number of ordinary shares with a nominal value of € 0.26, also taking into account the ordinary shares held directly or indirectly in the portfolio from time to time, 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
The purchases would be made in compliance with the principle of equal treatment of shareholders under Article 132 of the TUF, in accordance with any of the procedures set out in Article 144-bis of the Issuer Regulation, to be identified from time to time, and any other applicable regulations, as well as, where applicable, the market practices allowed from time to time in force.
Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.

As far as disposal transactions are concerned, the authorization would allow the adoption of any appropriate method to fulfill the purposes pursued – including the use of treasury shares to service stock incentive plans and/or the transfer of real and/or personal rights and/or stock lending – to be carried out either directly or through intermediaries, in compliance with the relevant laws and regulations in force.

Without prejudice to the fact that purchases of treasury shares would be made in accordance with the time limits, conditions and requirements established by the applicable Community legislation and by the admitted market practices, the minimum and maximum purchase price would be determined for a unit price not lower than the official Stock Exchange price of Arnoldo Mondadori Editore S.p.A. shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.
However, in terms of purchase prices, the additional conditions set forth in Article 3 of the above EU Delegated Regulation 2016/1052 would apply.
With regard to the provisions of Article 2357, paragraph 1, of the Italian Civil Code, purchases would in any case be made within the limits of the available “extraordinary reserve” as shown in the last duly approved financial statements.
In any case, purchases would be made, in terms of definition of volumes and unit prices, in accordance with the conditions governed by Article 3 of EU Delegated Regulation 2016/1052, and in particular:

• no shares shall be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out;
• in terms of volumes, no more than 25% of the average daily trading volume of Arnoldo Mondadori Editore S.p.A. shares shall be purchased in the 20 trading days prior to the dates of purchase.

Purchases instrumental in the support to market liquidity shall also be made in accordance with the conditions provided by the admitted market practices.

2020-2022 Performance Share Plan
The Shareholders’ Meeting held today approved, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, the establishment of a Performance Share Plan for the three-year period 2020-2022 intended for the CFO – Executive Director and certain managers of the Company, in accordance with the conditions previously disclosed to the market on 17 March 2020, pursuant to Article 84 bis, paragraph 1, of Issuer Regulation 11971/1999.

For details on the 2020-2022 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 publicly available in the manner and within the time limits of law.

Effective resignation of director and key management personnel
Following the disclosure made on 20 March 2020, the Company notes that as of today’s date, following the Shareholders’ Meeting, the resignation of Oddone Pozzi from his position as (executive) Director has become effective; the resignation from the position of Group Director and Financial Reporting Manager will be effective, instead, from 3 June 2020. No indemnities or benefits are given following termination of the position of director, without prejudice to the remuneration policy approved by the company. Termination of the position of Key Management Personnel, except as provided for under the 2019 MBO and the 2017-2019 Performance Share Plan, envisages a 24-month non-compete agreement from the effective date of the resignation, with a mandatory indication of the companies understood as competitors and an amount, in the context of non-compete obligations, equal to an annual consideration for the entire period. The non-compete agreement envisages the application of penalties in the event of a breach of the obligation. This agreement qualifies as a related-party transaction of lesser importance pursuant to the Related Party Procedure adopted by the Company, and was reviewed in advance by the Related Party Committee, which, in accordance with the applicable regulations, issued a favorable opinion in consideration of the fairness and substantial expediency of the conditions provided (consistent with the market practices taken as benchmark) and of the Company’s interest, given the strategic and top management role held in the Group. To date, Oddone Pozzi holds no shares in the Company.

By illuminating Palazzo Mondadori in the colours of the Italian national flag, the Tricolore, we want to demonstrate a sentiment of solidarity and hope for the whole world and symbolically support our country in this extended period of emergency and social isolation.
The colours of our flag represent a metaphorical embrace from each of us from #NoiDellaMondadori to all those in difficulty and an expression of gratitude to the people who at this time are working on the front line with a sense of duty and self-sacrifice to protect and care for our general wellbeing.
It is our hope that the red, white and green colours that illuminate the headquarters of the Group, the building designed by Oscar Niemeyer, can help to stimulate renewed hope that, together, we can overcome this great challenge.

Arnoldo Mondadori Editore S.p.A. announces that the Shareholders’ Meeting will be held at the offices of Notary Anna Pellegrino in Piazza della Repubblica 28, Milan – instead of in Via Mondadori 1, Segrate, as indicated in the notice of call of 23 March 2020 – in accordance with current regulations regarding the COVID-19 health emergency. The meeting will be held on Wednesday 22 April 2020 at 10.00 a.m. in first call and, if necessary, in second call on Wednesday 20 May 2020, at the same time and place by telecommunication means.

The Company additionally points out, referring to the abovementioned Notice of Call, that, pursuant to Legislative Decree No. 18/2020 (Article 106, paragraph 4), attendance in the Shareholders’ Meeting may take place exclusively through the Appointed Representative pursuant to Article 135-undecies of the TUF. As for the manners, reference is made to the indications in the specific paragraph of the Notice of Call (Proxy to the Company’s Appointed Representative) and to the proxy forms published on the website www.gruppomondadori.it (Governance section).

With regard to the proposal of the Board of Directors of Arnoldo Mondadori Editore (Ame) adopted on 17 March 2020 on the allocation of profit for 2019 and the distribution of dividends, having acknowledged the Ame Board of Directors’ assessment on its ability to generate cash flows and to support a balanced dividend policy, Fininvest takes note, however, of the current developments of the COVID-19 emergency and the continuing uncertainty on the slowdown that may impact on demand and the economic cycle, also as a result of the measures adopted in Italy and at international level to contain and restrict production activities.
While confirming its agreement with the reasons underlying the proposal, given the scenario that has materialized in the meantime, Fininvest believes that it is in Ame’s paramount interest at this moment to have all the operating and financial resources at disposal to counter the emergency. For a timely disclosure to the market, Fininvest accordingly announces that, at the Shareholders’ Meeting of Ame, called on 22 April, and for this reason alone, it will decide not to accept the original proposal of the Board of Directors on the distribution of the dividend, thus leaving it up to the subsequent assessment of the Board to call a Shareholders’ Meeting in the second half of 2020 to propose the possible distribution of reserves, should the economic scenario allow so as a result of greater visibility on the impact of the COVID-19 emergency.

Readings, recommendations and online events with writers and personalities: also when the doors of bookshops are closed and the streets deserted, Mondadori Store remains a socio-cultural beacon reaching out to Italian families in their homes with an offer of books and entertainment and bringing readers, booksellers and authors closer together.

As a way of supporting its public, providing moments of relaxation and support in this new day-to-day existence, the Mondadori Group’s bookstore chain has launched “Mondadori Storie”: a daily programme of content on Facebook and Instagram to accompany readers from morning – with some of the great openings of novels, both classics and new titles – till night-time – with stories for children, suggested by children – and to engage fans with thematic challenges and keep the whole family entertained thanks to social events with special guests.
The Mondadori Store week of events on social networks begins with a good-mood look at the stars, every Monday morning with a literary horoscope before continuing with book presentations, readings and workshops aimed at parents and children of all ages, with expert recommendations on how to best face time away from school. Artists and authors will meet the public also in videochats and respond to users’ questions and curiosities.

And, coming soon, a brand new free personal shopping telephone service for readers called “Il tuo libraio” (Your bookseller): a direct line of communication with Mondadori Store booksellers, available to customers to provide reading suggestions, advice based on preferences and new tips, with also the possibility to buy books and have them delivered, for personal use or as a gifts.
Full information will be available on the Facebook and Instagram pages of Mondadori Store.
Fiction, non-fiction, miscellaneous and classic titles, as well as cartoons and children’s books. In fat, on the web site  Mondadoristore.it it is possible to choose from a selection of over 1 million titles, as well as music, films, stationery, toys and e-Readers.

The Mondadori Group has launched an initiative in support of Italian newsstands to express its gratitude and provide tangible support to all those operators who continue, in these moments of health emergency, to guarantee a crucial service for the whole Country, with outstanding commitment and responsibility.

Through this initiative, the Mondadori Group, Italy’s leading magazine and digital publisher, will recognize newspaper and magazine retailers an additional 3% discount on the price, net of VAT, of all the Group’s weeklies and monthlies sold on newsstands, excluding gadgets and attachments, until the end of April.

Thanks to this extraordinary measure, the Mondadori Group intends to provide further support to the chain of newsstands, in order to continue the fundamental work of disseminating editorial products, a primary asset to ensure that the public is properly informed and entertained.