Arnoldo Mondadori Editore S.p.A. announces that it has completed the transfer today, through its subsidiary Rizzoli Libri S.p.A., of the Bompiani business unit to Giunti Editore S.p.A.

The total price of the transaction, cashed in today, amounts to 16.5 million euro, 5.3 million euro of which related to assets transferred to the buyer.

The transfer of Bompiani was completed in accordance with the remedies set out in the provision issued by the Antitrust Authority, as part of the acquisition of Rizzoli Libri completed on 14 April 2016.

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Notice is given that the minutes relating to the Board of Directors’ approval of the plan on the merger of the wholly-owned company Banzai Media S.r.l., as announced on 8 November 2016, are available at the Company’s registered office, through the authorized storage mechanism 1info (www.1info.it) and on the Company website www.gruppomondadori.it (Governance section).

Arnoldo Mondadori Editore S.p.A. announces that, under provision no. 8291, Borsa Italiana S.p.A. has granted today the STAR (Segment for High Requirement Shares) qualification to the ordinary shares of the Company, and their trading on this segment of the Electronic Stock Market (MTA).

Arnoldo Mondadori Editore S.p.A. has successfully completed the admission process, having met all the requirements, the governance characteristics and the procedures under the Regulations of the markets organized and managed by Borsa Italiana.

“Our admission to the STAR segment of Borsa Italiana marks a further step on the path of development that Mondadori Group has taken over the past three years, positioning itself among the top companies listed on the Italian stock market”, said Ernesto Mauri, CEO of Mondadori Group.

“2016 has been a turning point that has changed the history of our Company: over the past few months, we have continued to focus on our core business – Books and Magazines – also through two important acquisitions, Rizzoli Libri and Banzai Media, achieved thanks to our financial strength”, stressed Ernesto Mauri. “Next week we will embark on a new path towards the further development of our relations with the market and with Italian and international investors, which will shine greater light on Mondadori Group’s business activities, in order to enhance the value of our Company, also through corporate governance practices that are in line with best international standards and through high levels of liquidity of our share”, ended Mauri.

The first trading day on the STAR segment is scheduled on 7 December 2016; EQUITA SIM S.p.A. will act as Specialist of the share.

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Arnoldo Mondadori Editore S.p.A. also announces its intention to start, from today, a share buyback programme for a maximum of no. 80,000 shares (0.031% of the share capital), in compliance with applicable legislation and within the limits set out by the resolution adopted by the Shareholders’ Meeting held on 21 April 2016, instrumental in the Specialist’s support to the liquidity of the share.

Arnoldo Mondadori Editore S.p.A. shares will be bought back on the MTA in accordance with art. 144-bis, par. 1, lett. b) of Consob Regulation 11971/1999, with the legislation under European Regulation no. 596/2014, and with other applicable provisions, in order to ensure, inter alia, equal treatment of shareholders, pursuant to art. 132 of the T.U.F..

To date, Arnoldo Mondadori Editore S.p.A. holds no treasury shares in its portfolio.

The new completely redesigned and more functional corporate web site of the Mondadori Group www.gruppomondadori.it is now online.

The site enriches the digital identity of the Mondadori Group with a communication ecosystem which, though the site itself and social media networks, provides daily updates on the company’s products and people.

“For a company that for over 100 years has been a leading player in publishing, culture and entertainment, and today, more than ever, is in continuous evolution and projected towards a future of innovation and development, it is fundamental to have a means for communication and dialogue that is in step with the interactive habits of the public,” declared Ernesto Mauri, chief executive of the Mondadori Group. “A strong, multichannel digital presence enables us to talk about who we are and what we’re doing in books and magazines while enormously enhancing our relationship with all out stakeholders and contacts.”

The new site has been designed to improve the user experience, making it easier to navigate, facilitating sharing on social networks and providing information in a clear and immediate way for readers, customers, investors and media professionals.

The content, organised by areas – About us, Our brands, Governance, Investors, Sustainability, Media, Work with us – are enhanced with images, figures and infographics, in a design developed to ensure access also on tablets and smartphones.

Updates about the Group, as well as brand activities and products will appear immediately on the home page, giving visitors an overview of Mondadori’s activities and situation in Italy, France and around the world.

Particular attention has been given to the pursuit of sustainability and the Group’s commitment to create social and cultural value, with an approach that cuts across all the different sections of the site.

The development of the site will continue through a process of ongoing updates, conceived especially for users, to enable the company to dialogue also on social networks.

The Mondadori Group has a corporate account on LinkedIn, to interact with professionals from other Italian media companies; on Twitter to keep track of business and financial news with the hashtag #MNMI and the most important news about the brands; on Facebook, to report on the company’s activities and listen to customers, users and readers, and, finally, on Instagram, where the Group made its debut with the #NoiDellaMondadori project, dedicated to the people who work for Mondadori, at Mondadori and with Mondadori.

Arnoldo Mondadori Editore S.p.A., following today’s meeting of the Board of Directors, announces that its subsidiary Rizzoli Libri S.p.A. has signed an agreement to transfer the Bompiani business unit to Giunti Editore S.p.A.

The total price of the transaction amounts to 16.5 million euro, 5.3 million euro of which related to assets transferred to the buyer.

Forecasts for 2016 on the scope subject to transfer indicate revenue of 15.3 million euro and a normalized EBITDA of approximately 1.3 million euro; Bompiani’s share of the trade market at 30 June 2016 stands at 1.8% (GFK).

The disposal of Bompiani is made in accordance with the remedies set out in the Provision issued by the Antitrust Authority, as part of the acquisition of Rizzoli Libri completed on 14 April 2016; finalization of the transaction is subject to prior approval by the Antitrust Authority.

Giunti Editore S.p.A., a time-honoured publisher based in Florence, which traces its roots back to 1841, is the parent company of one of the leading publishing groups in Italy; in 2015, with the publishers and the network of 190 bookstores operating under the Giunti al Punto trademark, it achieved consolidated revenue of 198 million euro.

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Approval of plan on merger by incorporation of Banzai Media S.r.l. into Arnoldo Mondadori Editore S.p.A.

The Board of Directors also approved the plan on the merger by incorporation of the subsidiary Banzai Media S.r.l. into Arnoldo Mondadori Editore S.p.A., prepared pursuant to art. 2501-ter and art. 2505, par. 1, of the Italian Civil Code, and approved today also 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 create a unified product range with the potential to present itself as a leader to both advertisers and users, improving time to market, benefitting from shared assets and know-how and leveraging on more streamlined business processes.

The merger plan was filed today with the Company Registry of Milan, pursuant to art. 2501-ter, par. 3, of the Italian Civil Code.

The merger is covered by the exemption from the application of Consob Regulation no. 17221/2010 and subsequent amendments regarding transactions with related parties, since the transaction is performed through a subsidiary with no significant interests of other related parties of Arnoldo Mondadori Editore, based on the criteria set out in the Procedures for Transactions with Related Parties of Arnoldo Mondadori Editore S.p.A.

As this is an incorporation of a wholly-owned company pursuant to art. 2505 of the Italian Civil Code, the decision on the merger will be adopted (i) for Arnoldo Mondadori Editore by its Board of Directors, pursuant to art. 2505, par. 2, of the Italian Civil Code, and to art. 23 of the by-laws, and (ii) for Banzai Media by its Shareholders’ Meeting.

Pursuant also to art. 84 of Consob Regulation no. 11971/1999 (the “Issuer Regulation”), the shareholders of Arnoldo Mondadori Editore representing at least 5% of the share capital, pursuant to art. 2505, par. 3, of the Italian Civil Code, are nevertheless entitled to request that the decision on the merger be adopted by the Extraordinary Meeting, in accordance with art. 2502, par. 1, of the Italian Civil Code. Shareholders who intend to exercise such right must send a specific request by registered mail with return receipt within eight days from the date of filing of the merger plan with the Company Registry of Milan to Arnoldo Mondadori Editore S.p.A., Via Bianca di Savoia, 12, Milan, Legal and Corporate Affairs Department, together with a certification attesting to ownership of the shares, pursuant to art. 25 of the Bank of Italy/Consob Joint Regulation adopted by the Provision dated 22 February 2008, faxing the documents in advance to 0275422537.

The merger is scheduled by 15 January 2017; for accounting and tax purposes, it will take effect from 1 January 2017.

For further details, reference should be made to the information disclosed on the website www.gruppomondadori.it (Governance section) and to the documents listed below, available to the public also at the registered office of the companies taking part in the merger, and through the authorized storage mechanism 1Info (www.1info.it): the merger plan, the half-year financial report at 30 June 2016 of Arnoldo Mondadori Editore (which pursuant to art. 2501-quater, par. 2, of the Italian Civil Code, supersedes the relevant financial position) and the relevant financial statements at 30 June 2016 of Banzai Media.

Also filed at the registered office of the companies taking part in the merger, the financial statements related to the last three financial periods of Arnoldo Mondadori Editore and of Banzai Media, together with the management and audit reports.

Today Arnoldo Mondadori Editore S.p.A. has completed the disposal, through its subsidiary Rizzoli Libri S.p.A., of its 94.71% interest in the share capital of Marsilio Editori S.p.A. to GEM S.r.l.

The amount cashed in today from the transaction is 8.9 million euro, based on an enterprise value in line with the price of the acquisition of the interest, part of the Rizzoli Libri transaction completed last 14 April 2016; the amount includes an adjusted positive net financial position of 1.3 million euro.

The disposal of Marsilio Editori S.p.A. has been completed in accordance with the remedies set out in the provision issued by the Antitrust Authority.

GEM S.r.l., a company operating in the publishing industry, headed by the De Michelis family, had held an interest in Marsilio Editori S.p.A. from 1985 to April 2016.

Based on the 2016 budget, Marsilio Editori is expected to achieve revenue of approximately 9.4 million euro and EBITDA of 1 million euro.

Il budget per l’esercizio 2016 di Marsilio Editori prevede ricavi per circa 9,4 milioni di euro con un ebitda di 1 milione di euro.

Arnoldo Mondadori Editore S.p.A. announces that it has finalized the acquisition today of Banzai Media Holding S.r.l. (vertical content division of the Banzai Group)¹, in execution of the agreement previously disclosed to the market on 10 May 2016.

The transaction has a value of 24.6 million euro, based on an enterprise value (fixed component) of 41 million euro, and a net normalized financial debt of 16.4 million euro (including financial payables to the parent Banzai S.p.A. and 3.3 million euro for deferred price components related to previous acquisitions).
The price was settled in cash today through a dedicated credit line made available to the Group.
An earn-out of 4 million euro will be paid to Banzai S.p.A. if certain established results for the 2016-2018 three-year period are met.

In 2015, the acquired scope, which will be consolidated as from 1 June 2016, posted revenue of 24 million euro and EBITDA (before non-recurring items) of 4 million euro, and counted 17.1 million unique users.
In 1Q16, revenue grew by approximately 20% (6 million euro versus 5 million euro at 31 March 2015, also as a result of the consolidation of AdKaora, the mobile advertising platform acquired by Banzai in October 2015), while EBITDA before non-recurring items came to 0.7 million euro (0.5 million euro at 31 March 2015).

The transaction allows the Mondadori Group to become the top Italian digital publisher, boasting a strong leadership in key areas – women, food, health&wellness – that are complementary and synergistic with the brands held in its portfolio.
The combination of the innovative platform and skills of Banzai Media with Mondadori’s outstanding content, will enable the Group to develop the positioning of its brands in the digital segment, based on a business model capable, on the one hand, of intercepting new users and audiences and, on the other, of expanding its range of digital marketing services, also leveraging on product innovation and brand extension initiatives.

¹ The acquired scope does not include the news segment, composed of Banzai’s investment in Il Post S.r.l. and of the Giornalettismo website BU.

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Interim Report at 31 March 2016 presented by CEO Ernesto Mauri.

GROUP PERFORMANCE AT 31 MARCH 2016
Mondadori Group enjoyed a rather positive start to the year, even more rewarding if considering the persisting volatile macroeconomic environment.

Specifically, after almost four years, revenue grew versus the prior year (before the foregoing acquisitions), a performance which confirmed, along with the improvement in EBITDA for the ninth consecutive quarter, the success of the measures adopted over the past two years, paving the way to accomplishing the targets set for the full year and to the new phase of the Group’s development.

In 1Q16, consolidated net revenue amounted to 254.8 million euro, up by 2.2% versus 249.2 million euro in 1Q15, rebounding strongly versus previous quarters (+0.8% on a like-for-like basis, including revenue from the Mondadori Scienza magazines[1]).

EBITDA before non-recurring items rose by 15.3% to 10.1 million euro from 8.8 million euro in 1Q15, with a percentage on revenue up from 3.5% to 4%. The consolidation of Mondadori Scienza as of 1 July 2015 resulted in a negative contribution in the quarter of 0.1 million euro.

Consolidated EBITDA improved by 22.1%, settling at 8.5 million euro versus 7 million euro in 1Q15, a performance that, thanks also to lower restructuring costs and fewer extraordinary items, confirms the Group’s efficiency gains from the industrial and organizational review actions launched and implemented over the past two years.

Consolidated EBIT in 1Q16 amounted to 3.1 million euro, improving by approximately 45% versus 2.1 million euro in 1Q15, thanks to the abovementioned growth in EBITDA, despite the increase in depreciation and amortization (5.4 million euro versus 4.9 million euro at 31 March 2015).

Consolidated result before taxes amounted to -0.5 million euro versus -2.4 million euro at 31 March 2015; in 1Q16, financial costs amounted to 3.6 million euro, decreasing sharply (-19%) versus 4.4 million euro in 1Q15, as a result of the reduced average net debt in the period and average total cost of debt. Tax costs in the period came to 0.9 million euro, basically in line with 1Q15 (0.8 million euro).

Consolidated net result from continuing operations, after minority interest, amounted to -1.8 million euro, improving by over 50% versus the loss of 3.7 million euro at 31 March 2015. The Group’s net result at 31 March 2016, net of the result from discontinued operations of the Radio Area (-1 million euro in 1Q15), amounted to -1.8 million euro, improving by 2.9 million euro versus 1Q15.

The Group’s net financial position at 31 March 2016 came to -224.9 million euro, improving significantly versus -319.2 million euro at 31 March 2015, as a result of the Group’s twelve-month cash generation from ordinary operations (48.4 million euro) and extraordinary operations (45.9 million euro).

At 31 March 2016, cash flow from operations in the last twelve months came to a positive 71.7 million euro; cash flow from ordinary operations (after outlays for financial charges and taxes for the period) came to 48.4 million euro, continuing the rising trend of the six previous quarters. Cash flow from extraordinary operations came to a positive 45.9 million euro, due mainly to the cash-ins from the disposals completed over the past 12 months, amounting to 58.4 million euro, relating to the transfer of 80% of Monradio (September 2015), of 50% of the Harlequin Mondadori joint venture (September 2015), and of a property in Rome (December 2015).

BUSINESS AREAS

• BOOKS

In 1Q16, Mondadori Group retained its leadership position with a 22.9% share of the trade market (GFK, March 2016).

In the period under review, the Books Area posted revenue of 63.4 million euro, rising sharply (+13.3%) versus 56 million euro in 1Q15.

Specifically, the Trade Area grew by 16.9%, driven by the ongoing positive trend in the sales of titles launched in late 2015, and by the enthusiastic response from the public of the new titles distributed during the year, as proven by the sales charts: in the first three months of the year, the Group held the top three positions in the ranking of the best-selling titles in terms of copies, and boasted 5 titles in the 10 top best-selling books.

Revenue from Educational books improved by 17.7% versus 1Q15, driven by the growth of Mondadori Electa.

EBITDA, net of non-recurring items, surged (over 50%) versus 1Q15 to settle at 4.1 million euro, driven by the increase in revenue from the targeted publishing policy, which also led to a cut in new titles produced, and from greater efficiency in managing operating processes, achieved following the deep organizational and product review implemented since 2015 in the Trade segment.

• MAGAZINES ITALY

In 1Q16, Mondadori Group retained its leadership position in the magazine market, with a 32.7% share (Internal source: Press-di, at February 2016).

In the period under review, revenue from the Magazines Italy Area amounted to 78.5 million euro, up by 0.8% versus 77.9 million euro in 1Q15 (-3.7% on a like-for-like basis).

Specifically:

• circulation revenue grew by 3.7%, due mainly to the contribution of the consolidation of the Mondadori Scienza titles;
• revenue from add-on products dropped by 1.8% versus 1Q15;
• revenue from advertising sales was basically in line with 1Q15 (-0.3%); Traffic data showed an overall audience rate of 8.9 million unique users (Audiweb, February 2016) versus 6.9 million in February 2015 (+29%).
• distribution and revenue towards third publishers rose slightly (+1.4%) versus 1Q15, thanks to the ongoing commitment to developing third-publisher portfolios;
• international activities achieved revenue of 2.8 million euro, basically in line with 1Q15 (2.8 million euro);
• revenue from digital marketing services (3.3 million euro), transferred to Magazines Italy on 1 January 2016[2], grew by 5.2%, as a result of the gradual expansion of the range of offers that had started in 2015.

EBITDA for the Magazines Italy Area, net of non-recurring items, improved considerably by approximately 11%, rising from 6.2 million euro to 6.8 million euro, driven by the positive revenue trend after a long chain of negative quarters, and by the effective review of the publishing structure and of promotional activities, implemented while retaining the traditional focus on the publishing quality of the titles. The quarter saw a significant reduction in industrial costs, achieved also as a result of the renegotiation of printing contracts.

• MAGAZINES FRANCE

In 1Q16, Mondadori increased its market share in France to 10.3% (Kantar Media, figures in terms of volume at February 2016), confirming its position as the second-largest player in the magazine advertising market.

In the reporting period, revenue from Mondadori France amounted to 77.1 million euro, down by 3.5% versus 79.9 million euro in 1Q15 (on a like-for-like basis in terms of publications, revenue would show a drop of 2%, basically confirming the -1.9% of 2015).

Specifically:

• circulation revenue (making for 74% of the total) lost 3.4% versus 1Q15: revenue from subscriptions (53% of circulation revenue) was basically steady (-0.2%, +0.6% on a like-for-like basis), partly offsetting the drop by the newsstand channel (-7.5%), confirming the opportunity to continue investments in this channel;
• advertising revenue edged down by an overall 0.7% versus 1Q15, as a result of the positive trend in digital revenue, which increased by over 20% (accounting for approximately 20% of the total), offsetting almost entirely the drop in print advertising (-6.9%).

The total number of readers of Mondadori France magazines reached 9.9 million unique users (Médiamétrie Netratings, February 2016), up by approximately 13% versus the same period of 2015.

EBITDA, net of non-recurring items, came to 4.3 million euro, down by 8.4% versus 1Q15, due mainly to M&A costs (0.4 million euro). In keeping with the positive performance of 2015, digital activities enjoyed positive margins in 1Q16, increasing versus 1Q15.

• RETAIL

In 1Q16, the Retail Area revenue rose to 44.4 million euro, up by +0.8% versus 44.1 million euro in 1Q15, thanks mainly to the growth of the franchised channel (+3.7% on a like-for-like basis), to direct bookstores (+4.5% on a like-for-like basis) and to the basically steady performance of Megastores, which more than offset the structural decline of the book clubs (-10.4%) and the drop in the online segment (-10.1%), due primarily to the reduction in special offers designed to improve profitability.

In 1Q16, Mondadori Retail EBITDA, net of non-recurring items, came to -1.8 million euro, improving slightly versus -1.9 million euro in 1Q15.

OUTLOOK FOR THE YEAR
The Group’s positive performance in the first quarter confirmed the expectations previously announced on a like-for-like basis; including the effects of the completion of the Rizzoli Libri transaction (consolidated as from 1 April 2016), and of the agreement on the acquisition of Banzai Media Holding (the contribution of which will be included basically in the second part of the year), it is reasonable to expect for the current year a growth of around 14% in revenue versus 2015 and of approximately 30% in operating EBITDA.

These estimates include the expected synergies in the current year from the integration of Rizzoli Libri, but exclude the contribution of Marsilio Editori and the Bompiani BU, which will be disposed of within the established deadlines, therefore not consolidated, in accordance with the provisions of the Antitrust Authority on 23 March 2016.

The net financial position, including the effects of both extraordinary transactions and of the planned disposals, is expected to increase versus 31 December 2015, with a NFP/EBITDA ratio of around 3.5x/3.6x, lower than the bank covenant of 4.5x.

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

CLOSING OF THE ACQUISITION OF RCS LIBRI
As previously disclosed to the market on 14 April 2016, Mondadori Group, following the go-ahead from the relevant Authorities, completed the acquisition of RCS Libri S.p.A. (today Rizzoli Libri S.p.A.) through its subsidiary Mondadori Libri S.p.A., in execution of the agreement signed and disclosed to the market on 4 October 2015. The scope of the transaction includes the entire equity interest (99.99%) held by RCS MediaGroup S.p.A. in RCS Libri S.p.A., including the underlying subsidiaries, and the exclusive ownership of all the trademarks in the books segment, including Rizzoli. The price of the transaction, which incorporates certain contractual adjustments, is 127.1 million euro, settled in cash through a dedicated credit line made available to the Group.

Under specific contractual clauses, the price may be subject to adjustments of up to +/-5 million euro, if certain financial targets are met in 2015, as resulting in the 2015 financial statements of RCS Libri S.p.A., which will be determined and disclosed in accordance with the contractual agreements. The agreement also provides for an earn-out of up to 2.5 million euro to RCS MediaGroup S.p.A., based on the achievement in 2017 of specific results in the Books Area of Mondadori Group.

AGREEMENT ON THE ACQUISITION OF BANZAI MEDIA HOLDING
As previously disclosed to the market on 10 May 2016, Arnoldo Mondadori Editore S.p.A., following the meeting of the Board of Directors chaired by Marina Berlusconi, signed an agreement with Banzai S.p.A. on the acquisition of Banzai Media Holding S.r.l., the vertical content division of the Banzai Group.

The transaction provides Banzai Media Holding an enterprise value of 45 million euro, split up into a fixed component of 41 million euro and an earn-out of 4 million euro.

The acquisition price at closing – net of an estimated net normalized financial debt of 16.4 million euro (including financial payables to the parent Banzai S.p.A. and 3.3 million euro for deferred price components related to certain investments) – is 24.6 million euro. The earn-out will be paid to Banzai S.p.A. if certain established results for the 2016-2018 three-year period are met.

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Mention should be made that, following entry into force of Legislative Decree no. 25 of 15 February 2016, which implemented the latest European regulations on transparency requirements, the previous disclosure obligations of quarterly results to the market no longer apply. The interim report on operations of Arnoldo Mondadori Editore S.p.A. at 31 March 2016, and the following ones, are, therefore, to be considered prepared on a voluntary basis by the Company.

The interim report on operations at 31 March 2016 will be made available at the Company’s registered office, on the authorized storage device (www.1Info.it) and on www.gruppomondadori.it (Investor Relations section), within the time limits previously provided by law. The documentation relating to the presentation of the results at 31 March 2016, will be made available through the authorized storage mechanism 1Info (www.1info.it) and in the Investor Relations section of the Company’s website www.gruppomondadori.it.

§

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.

[1] Consolidated as from 1 July 2015 following the acquisition by Mondadori of 50% of the Gruner+Jahr/Mondadori S.p.A. joint venture, today Mondadori Scienza S.p.A.

[2]On 1 January 2016, following reorganization, Digital Marketing Services were transferred to Magazines Italy (previously included in Other Business, Corporate and Digital Innovation); accordingly, the Area’s income statement has been reclassified, for information sake, also in the same quarter of 2015

Arnoldo Mondadori Editore S.p.A. announces that, following the meeting of the Board of Directors chaired by Marina Berlusconi, an agreement with Banzai S.p.A. on the acquisition of Banzai Media Holding S.r.l., the vertical content division of the Banzai Group, has been signed.

The transaction provides Banzai Media Holding an enterprise value of 45 million euro, split up into a fixed component of 41 million euro and an earn-out of 4 million euro.

The acquisition price at closing – net of an estimated net normalized financial debt of 16.4 million euro (including financial payables to the parent Banzai S.p.A. and 3.3 million euro for deferred price components related to previous acquisitions) – is 24.6 million euro.

The earn-out will be paid to Banzai S.p.A. if certain established results for the 2016-2018 three-year period are met.

Under the agreement, advertising spaces will be available for Banzai S.p.A. in a three-year period, with an estimated benefit of about 7 million euro.

In 2015, the acquired scope, which excludes the news segment¹, posted revenue of 24 million euro and EBITDA (before non-recurring items) of 4 million euro, with 17.1 million unique users.²

The transaction allows the Mondadori Group, led by CEO Ernesto Mauri, to become the leading Italian digital publisher and to benefit from the complementarity of the vertical segments of the two companies.

By adding to the over 8.9 million active unique users the audience acquired from Banzai – which includes established websites on the Italian market such as PianetaDonna, Giallo Zafferano, Studenti.it and Mypersonaltrainer – Mondadori will achieve leadership in the women, food, and health & wellness vertical segments, strategic areas which allow the integration and expansion of the multi-channel offering of the brands already in portfolio, with significant growth potential also through product innovation and brand extension initiatives.

The extensive know-how and solid technological expertise of Banzai Media Holding, complemented with the brand value and the high-quality publishing content of Mondadori, will enable the Group to step up the development process in the digital segment. Additionally, the combination will allow audience profiling into specific targets, offering greater monetization opportunities.

The agreement with Banzai also includes the opportunity to identify a number of Mondadori Retail stores to extend the Pick&Pay network of the Banzai Group.

The acquisition of Banzai Media Holding, which provides the customary representations and warranties in favour of the acquiror, will be settled by using existing credit lines and completed in the first half of 2016.

¹ Composed of the investment in Il Post S.r.l. and the Giornalettismo website BU.
² Audiweb View figures – total audience December 2015.

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 2015, and reviewed the 2015 consolidated financial statements, which show a Group net profit of 6.4 million euro, net of the result from discontinued operations; consolidated net profit from continuing operations, net of minority interests, almost tripled versus 31 December 2014, and came to 15.1 million euro versus 5.3 million euro in 2014.

The Shareholders’ Meeting also resolved to fully cover the Parent Company’s loss for the year of 31,981,679.37 euro by using a corresponding amount of reserves, in accordance with the proposal made by the Board of Directors.

In his report, CEO Ernesto Mauri also presented the key figures on Group performance in 2015, as disclosed to the market last 17 March.

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

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 23 April 2015, the Shareholders’ 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 art. 2357-ter of the Italian Civil Code.

Over the period of the authorization approaching expiry, the Company did not purchase treasury shares either directly or indirectly through its subsidiaries.

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

1. 1. Motivations

– 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 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 possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
– to sell treasury shares against the exercise of option rights for the relevant purchase granted to the beneficiaries of the Stock Option Plans established by the Shareholders’ Meeting.

1. 2. 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. Considering that, as indicated above, the Company does not own, to date, treasury shares either directly or indirectly, the new authorization, therefore, grants the Board of Directors the power to purchase up to maximum no. 26,145,834 shares equal to 10% of the share capital.

1. 3. Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases shall be made on the regulated markets pursuant to art. 132 of Legislative Decree n. 58/1998 and art. 144 bis, par. 1, letter B of Consob Regulation no. 11971/99 according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct matching of buy orders against predetermined sell orders, and also in compliance with any additional applicable regulations.

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 EC Regulation no. 2273/2003. Specifically:

– the Company shall not purchase treasury shares at a price higher than the higher between the price of the latest single transaction and that of the highest single bid traded in the market;
– in terms of daily purchase volumes, the Company shall not purchase a quantity of shares higher than 25% of the daily average volume of Mondadori Editore S.p.A. shares traded in the regulated market in the 20 trading days preceding the dates of purchase.

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.

1. 4. Duration

Until the Shareholders’ Meeting called to approve the financial statements at 31 December 2016 and, in any case, for a period not exceeding 18 months from the effective date of the resolution made by the Shareholders’ Meeting.

REMUNERATION REPORT
The Shareholders’ Meeting also approved Section One of the Remuneration Report on the policy adopted for 2016 regarding remuneration to directors and executive managers with strategic responsibilities.

The minutes of the Shareholders’ Meeting shall be made available according to the criteria and terms established by law.