Governance

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.

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.

Arnoldo Mondadori Editore S.p.A. today announced, as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A., the corporate events scheduled for 2016:

• Thursday 17 March 2016: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2015;
• Thursday 12 May 2016: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2016;
• Thursday 28 July 2016: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2016;
• Tuesday 8 November 2016: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2016.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2015 will be held on Thursday 21 April 2016.

Analysts’ presentations of the results for the full year to 31 December 2015, the interim report to 30 June 2016 and the reports on the first and third quarters of 2016 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any eventual changes will be promptly communicated to the market.

Arnoldo Mondadori Editore S.p.A. informs that pursuant to article 5 of Consob Regulation No. 17221/2010 and subsequent amendments, an information document regarding transactions of greater relevance with related parties has been made available in relation to the transfer – approved by the Company’s Board of Directors on today’s date (following the positive opinion given by the Committee of the independent directors on the transactions with related parties pursuant to Consob Regulation and the procedures adopted by the Company) – of 80% of Monradio S.r.l.’s share capital (a company fully owned by Arnoldo Mondadori Editore S.p.A.) to R.T.I. S.p.A. (a company fully owned by Mediaset S.p.A. and subject also to the joint control with Arnoldo Mondadori Editore S.p.A.).

The transaction qualifies as a “transaction of greater relevance” as the relevance indexes pursuant to article 4, par. 1, letter a) of the aforementioned Consob Regulation are exceeded and endorsed on a 2.5% ratio in the Procedure adopted by the Board of Directors of Arnoldo Mondadori Editore S.p.A..

The information document regarding the transaction above is made available at the Company’s legal offices, on the Company’s web site www.gruppomondadori.it (Governance section) and on the authorized storage web site www.1info.it.

Arnoldo Mondadori Editore S.p.A. today announced, as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A., the corporate events scheduled for 2015:

– Thursday 12 March 2015: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2014;

– Tuesday 12 May 2015: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2015;

– Tuesday 28 July 2015: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2015;

– Thursday 5 November 2015: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2015.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2014 will be held on Thursday 23 April 2015.

Analysts’ presentations of the results for the full year to 31 December 2014, the interim report to 30 June 2015 and the reports on the first and third quarters of 2015 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any eventual changes will be promptly communicated to the market.

Segrate, 21 January 2015 – The Board of Directors of Mondadori Libri S.p.A., held on today’s date, resolved upon the following appointments: Ernesto Mauri Chairman; Enrico Selva Coddè, Gian Arturo Ferrari, Antonio Porro and Oddone Pozzi Directors.

Specifically – reporting to the Group’s CEO Ernesto Mauri – Enrico Selva Coddè is appointed Managing Director of Mondadori Libri S.p.A. for the Trade area and Antonio Porro is confirmed Managing Director of the Educational area.

Gian Arturo Ferrari, Deputy Chairman of Mondadori Libri S.p.A., will work in co-operation with Enrico Selva, Managing Director of the Trade area, for the implementation and publication of the publishing programmes.

“This configuration enables a more functional structure aiming at potentially further developing a strategically key business for us as we hold a leadership position with a 26% market share in the Trade area and a 13% market share in the Educational area”, underlined Ernesto Mauri, CEO of Mondadori Group.

“The scenario of the publishing market is still declining and this means that we need to increasingly keep our focus on innovation and management efficiency, while streamlining processes with a view to increasing profitability in a strategically key sector for our company”, Mauri continued. “The new organization, which I am proud of also for the excellence of its professional competencies, will enable the management to use all leverages to achieve the projected results”.

Born in Milan in 1961 and with two degrees (engineering and philosophy), Enrico Selva Coddè began his career at Olivetti in 1987, where he worked in planning and logistics until 1991, the year he first joined Mondadori.

Until 1999 he worked at Mondadori as Head of Human Resources in the Direct Marketing, Advertising and Magazines areas. From 1999 to 2002 he was Head of Operations at Rizzoli Newspapers.

In 2002 he returned to Mondadori Group as General Manager of Giulio Einaudi editore; later he was appointed Managing Director holding the office from 2003 to 2008.

He was then appointed Head of Human Resources, Organization and IT of the Mondadori Group and since July 2014 he is Vice President of FIEG and President of FIEG category of large-scale magazine publishers.

Born in Milan in 1965, Antonio Porro has a degree in economics and business administration from the Catholic University of Milan. He began his career with Mondadori in the early 1990s as Head of project development. He then joined Telecom Italia covering positions with growing responsibility for over ten years, up from the Business Division to the International Division.

In January 2009 he returned to Mondadori as Head of the Group’s Mergers & Acquisitions. In June 2011 he was appointed General Manager of the Educational area and subsequently he was appointed Chairman and Managing Director of Mondadori Education S.p.A. and Mondadori Electa S.p.A., offices that are confirmed to him by today’s Board resolution.

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It should be noted that the stakes owned in the publishing houses operating in the Trade, Arts and Educational areas – Edizioni Piemme S.p.A. (100%), Giulio Einaudi editore S.p.A. (100%), Mondadori Education S.p.A. (100%), Mondadori Electa S.p.A. (100%), Sperling & Kupfer Editori S.p.A. (100%), Harlequin Mondadori S.p.A. (50%) – and in the company operating in the distribution area – Mach 2 Libri S.p.A. (34.91%) – were contributed to Mondadori Libri S.p.A., which started operations on 1 January 2015.

At 31 December 2013 the Books area of the Mondadori Group posted revenues for a total of euro 334.3 million with EBITDA at euro 46.2 million.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., which met today under the chairmanship of Marina Berlusconi, has approved the operation presented by the chief executive Ernesto Mauri for the incorporation of a new wholly-owned company to be called Mondadori Libri S.p.A.

Specifically, the new company will bring together all of the business activities of Arnoldo Mondadori Editore S.p.A. concerning:

• the assets, liabilities and contractual relations relative to the publishing and distribution activities currently undertaken by the books area;
• the stakes of book publishing companies in the trade, art and educational sectors – Edizioni Piemme S.p.A. (100%), Giulio Einaudi editore S.p.A. (100%), Mondadori Education S.p.A. (100%), Mondadori Electa S.p.A. (100%), Sperling & Kupfer Editori S.p.A. (100%), Harlequin Mondadori S.p.A. (50%) – as well as the company operating in the distribution sector Mach 2 Libri S.p.A. (34.91%).

The operation will not involve any changes to the overall profile of the underlying businesses and operating characteristics of the Group.

The contribution will also facilitate the creation of a more functional corporate structure for the potential realisation, with a view to development, of partnership and merger opportunities aimed at exploiting economies of scale and scope; the operation also enables the use of all the operating, economic and financial levers by the management of the Area.

The contribution will carried out in line with current accounting levels, and with no impact on the Group’s consolidated figures, on the basis of a net book value of €99.4 million.

The contribution will be formalised before the end of 2014, and will be effective from 1 January 2015.

As of 30 September 2014, the Books Area recorded revenues of €238.9 million, EBITDA of €35.8 million and operating profit (EBIT) of €33.7 million.

Related parties
With regard to the “Regulations concerning operations with related parties” adopted by CONSOB with resolution n.17221 of 12 March 2010 and subsequent modifications, it should be noted that the operation is not subject to the provisions of such Regulations, pursuant to Art. 14, para. 2, and the relative procedures adopted by Arnoldo Mondadori Editore S.p.A.. Specifically, the operation involves wholly-owned companies for which there are no interest of related parties that can be defined as relevant in line with the criteria defined by the procedures.

Arnoldo Mondadori Editore S.p.A. has announced that the meeting of the company’s Board of Directors for the approval of the interim results for the period to 30th September 2014, has been postponed from 12th November 2014 to Thursday 13th November 2014. On the same date a conference call with analysts will take place to present the results to 30th September 2014.

Following the entire subscription of the capital increase of a nominal €3,900,000 through the issue of 15,000,000 new ordinary shares with a nominal value of €0.26 each, as resolved by the board of directors on 17 June 2014, the share capital of Arnoldo Mondadori Editore S.p.A. is currently €67,979,168.40 and comprises 261,458,340 ordinary shares, with a nominal value of €0.26 each (statement, pursuant to Art. 2444 of the Civil Code, filed today with the Register of Companies in Milan).

The modified Articles of Association indicating the new share capital is available from the company’s website www.gruppomondadori.it (in the Governance section) and at the authorised storage facility 1Info (www.1Info.it).

Enclosed is the “Model for the communication share capital modifications” (Model 1) as per Art. IA.2.3.4. of “Instructions and Regulations for Markets Organised and Managed by Borsa Italiana S.p.A.”.

The minutes of the meeting of the board of directors held on 17 June, concerning the capital increase and pursuant to Articles 2443 and 2441 para. 4, second clause, of the Italian Civil Code, is now available at the company’s headquarters and the authorised storage resource 1Info along with the detailed directors’ report, the report by the external auditors Deloitte & Touche S.p.A. and the updated Articles of Association.

The documentation is also published in the Governance section of the website www.mondadorigroup.com and on www.borsaitaliana.it.