Corporate events

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 15 and 19 February 2010, the company bought a total of 1,035,000 shares (corresponding to 0.39895% of the company’s share capital) on the automated share market at an average price of € 2.73130 per share, for a total of € 2,826,899.35, in the context of the authorisation of the company’s AGM, held on 29 April 2009 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

The details of the operations, as conducted daily, are indicated below:

Date N° of shares bought Weighted average price 15/02/2010 200,000 2.68858 16/02/2010 205,000 2.70299 17/02/2010 210,000 2.74544 18/02/2010 210,000 2.76253 19/02/2010 210,000 2.75427

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 17,460,101 of the company’s shares (or 6.73018% of the share capital).

The subsidiary Mondadori International S.A. helds a further 4,517,486 shares (corresponding to 1.7413% of the share capital).

Consequently, as of today the total number of shares held now amounts to 21,977,587 (or 8.47150% of the share capital).

***

It should be noted that the authorisation issued by the Shareholders 2009 limits the purchase of the company’s own shares to a maximum of 10% of the share capital, taking account of the shares already held in the portfolio by both the company and its subsidiaries. Given that 10% of the company’s share capital amounts to 25,942,983 ordinary shares and that the company, on the date of the authorisation issued by the AGM already held, either directly or indirectly through the subsidiary Mondadori International S.A., a total of 20,097,587 shares, the Shareholders consequently authorised the eventual buy back of an additional maximum of 5,845,396 ordinary shares, corresponding to 2.253% of the share capital.

The authorisation will expire on the approval by the AGM of the company’s accounts for the year to 31 December 2009.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree of 24 February 1998 n. 58 and art. 144 bis, para. 1, B of Consob regulation 11971/99 according to operating procedures established by the regulations for the organisation and management of the markets themselves, which, does not permit the direct combination of offers to buy with predetermined offers to sell.

It should also be noted that, in terms of price and daily volumes, acquisition operations are conducted in line with the norms foreseen by the EU regulation 2273/2003, and that, in terms of daily volumes, the company will not purchase a quantity greater than 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated on the basis of the average daily volume of trading of Mondadori shares in the 20 trading days prior to the dates of purchase.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 8 and 12 February 2010, the company bought a total of 845,000 shares (corresponding to 0.32571% of the company’s share capital) on the automated share market at an average price of €2.63538 per share, for a total of €2,226,900.15, in the context of the authorisation of the company’s AGM, held on 29 April 2009 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

The details of the operations, as conducted daily, are indicated below:

Date N° of shares bought Weighted average price 08/02/2010 80,000 2.63072 09/02/2010 175,000 2.63247 10/02/2010 185,000 2.60498 11/02/2010 200,000 2.66217 12/02/2010 205,000 2.64100

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 16,425,101 of the company’s shares (or 6.33123% of the share capital).

The subsidiary Mondadori International S.A. helds a further 4,517,486 shares (corresponding to 1.7413% of the share capital).

Consequently, as of today the total number of shares held now amounts to 20,942,587 (or 8.07254% of the share capital).

***

It should be noted that the authorisation issued by the Shareholders 2009 limits the purchase of the company’s own shares to a maximum of 10% of the share capital, taking account of the shares already held in the portfolio by both the company and its subsidiaries. Given that 10% of the company’s share capital amounts to 25,942,983 ordinary shares and that the company, on the date of the authorisation issued by the AGM already held, either directly or indirectly through the subsidiary Mondadori International S.A., a total of 20,097,587 shares, the Shareholders consequently authorised the eventual buy back of an additional maximum of 5,845,396 ordinary shares, corresponding to 2.253% of the share capital.

The authorisation will expire on the approval by the AGM of the company’s accounts for the year to 31 December 2009.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree of 24 February 1998 n. 58 and art. 144 bis, para. 1, B of Consob regulation 11971/99 according to operating procedures established by the regulations for the organisation and management of the markets themselves, which, does not permit the direct combination of offers to buy with predetermined offers to sell.

It should also be noted that, in terms of price and daily volumes, acquisition operations are conducted in line with the norms foreseen by the EU regulation 2273/2003, and that, in terms of daily volumes, the company will not purchase a quantity greater than 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated on the basis of the average daily volume of trading of Mondadori shares in the 20 trading days prior to the dates of purchase.

Arnoldo Mondadori Editore S.p.A. today stipulated a preliminary contract with Società Holding Industriale di Grafica S.p.A. for the acquisition of 50% of the share capital of Mondolibri S.p.A., of which Mondadori already holds 50% as part of a joint venture with DirectGroup Bertelsmann.

The transaction value of this deal is €6.75 million.

With this acquisition Mondadori will increase its stake in the company to 100%.

Mondolibri, a leading player in the mail order book market and one of Italy’s most important online retailers, is comprised of two divisions: Book Clubs, which is in the mail order sale of editorial and multimedia products through book clubs alongside more than 70 retail outlets and a web platform, and Bol.it, an on-line shop for editorial and multimedia products.

In 2008, Mondolibri generated total revenues of €82 million, of which €19 million deriving from e-commerce.

The operation will give the Mondadori Group complete control of Mondolibri, offering, on the one hand, significant opportunities for synergies with the Mondadori bookshop chain; and, on the other hand, the autonomous management of Bol.it, an important, strategic and fast-growing channel for online sales.

The effective completion of the operation is subject to necessary approval by the relevant competition and media authorities.

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., its calendar of corporate events for the current year:

• Tuesday 23 March 2010: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2009;
• Tuesday 11 May 2010: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2010;
• Thursday 29 July 2010: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2010;
• Thursday 11 November 2010: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2010.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2009 will be held on Tuesday 27 April 2010, on first calling, or Wednesday 28 April 2010, on an eventual second calling.

Analysts’ presentations of the results for the full year to 31 December 2009, the interim report to 30 June 2010 and the reports on the first and third quarters of 2010 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. has announced that, as per Art. 70 para 5 of the Consob regulation n. 11971/1999 and in addition to documentation already filed on last 11th September, is available at the company’s headquarters, Borsa Italiana S.p.A. and on the web site www.gruppomondadori.it (Investor Relations section) the minutes of the Board of Directors Meeting hold on 15th October 2009 for the plan to merge approval.

The Board of Directors of Arnoldo Mondadori Editore S.p.A. passed a resolution today at the proposal of the Remuneration Committee to assign the options related to the Stock Option Plan set up for the year 2009 by the Shareholders’ Meeting on 29 April 2009, with a duration covering the three years 2009/2010/2011. In particular, the Board decided on allocation of a total of 2,300,000 options relating to 47 total beneficiaries.

The Plan is set up on annually assigning to beneficiaries personal and non-transferrable options for purchase of ordinary Mondadori shares held by the company as treasury shares – in the ratio of one share (regular dividend rights) for every option exercised – at an Exercise price corresponding to the arithmetic average of the reference prices of the Mondadori share recorded during the period starting from the assignment date of the options to the same day of the previous calendar month. Exercise of the options is allowed exclusively all together and at once, in the strike periods subsequent to the start date of the thirty-six month vesting periods.

With specific reference to the option assignments resolved today by the Board of Directors for the year 2009, below is the information required under Article 84 bis, paragraph 5 of the CONSOB Regulation no. 11971/1999 as amended (the “Issuers Regulation”).

Arnoldo Mondadori Editore S.p.A. and Gruner+Jahr AG, the joint owners of Gruner+Jahr/Mondadori S.p.A., have appointed Giacomo Moletto, currently the head of digital activities at the Mondadori Group’s Magazine Division, as chief executive and general manager of Gruner+Jahr/Mondadori S.p.A with a three-year contract.

Moletto will succeed Rolf Henz on Thursday 1 October, aAfter the relevant corporate boards have discussed and approved the proposal.

On the same day Heinz will be appointed as chief executive of Prisma Presse, the French arm of Gruner+Jahr.

Giacomo Moletto, 40, was born in Milan and has a degree in business administration from Milan’s Bocconi University. He began his professional life at the The Walt Disney Company Italia.

From 1998 to 2000 Moletto worked for the Mondadori Magazine Division as marketing manager in the news area, before moving to Bain & Company where he remained until 2001, when he returned to Mondadori, first as the publisher of news titles, and then as the director of the business unit for male-oriented titles and, subsequently, the business unit for women’s titles.

At the end of 2006 Moletto moved to Mondadori France as managing director of operations. Since December 2008 he has been director of digital activities for the Magazine Division in Italy and in France.

The Gruner+Jahr/Mondadori joint venture, which was established in 1990, publishes Focus, Italy’s biggest selling monthly, and its brand extensions Focus Storia, Focus Extra, Focus Junior, Focus Domande e Risposte, Focus Brain Trainer and Focus Pico. The company’s portfolio is completed with the monthlies Jack and Topgirl, the Italian edition of the international title Geo and the portal for families Nostrofiglio.it.

Arnoldo Mondadori Editore S.p.A. has announced that, as per Art. 70 para 5 of the Consob regulation n. 11971/1999, information is available at the company’s headquarters, Borsa Italiana S.p.A. and on the web site www.gruppomondadori.it, outlining the plan to merge, by incorporation into Arnoldo Mondadori Editore S.p.A., the wholly-owned subsidiary Fied S.p.A. together with other documentation foreseen by Art. 2501 septies n. 3) of the civil code.

In fact the activities of Fied S.p.A. are exclusively limited to the management of a 7.99% stake in Società Europea di Edizioni S.p.A., the publisher of the daily newspaper ‘il Giornale’, of which Mondadori has an overall stake, held either directly and indirectly, of 39.27% of the share capital (including the Fied stake).

Consequently, the aim of the operation is the organisational and administrative rationalisation and the simplification of the corporate structure through the elimination of the company to be incorporated, with a consequent reduction in administrative costs.

As per Art. 2505 para. 2 of the civil code, resolutions concerning the merger by the incorporating company Arnoldo Mondadori Editore S.p.A. will be adopted, within the terms established by law, by the board of directors.

The Annual General Meeting of the Shareholders of Arnoldo Mondadori Editore S.p.A., which met today under the Chairmanship of Marina Berlusconi, approved the company’s balance sheet for the year ended 31 December 2008 and deliberated, in line with a proposal resolved by the board of directors on 25th March, to allocate the entire net profit for the year, amounting to €66,197,031.51 to the company’s extraordinary reserve.

The decision not to distribute a dividend for 2008 was taken with a view to allowing Mondadori to maintain its financial solidity, maintain investment levels in its core business, finance the process of reorganisation and leave the company in a position to be able to seize eventual opportunities emerging from a recovery in the economic cycle.

In his report to the shareholders, the deputy chairman and chief executive Maurizio Costa outlines the highlights of the group’s performance, already announced on 25 March.

The Shareholders also passed resolution on the following:

NOMINATION OF THE BOARD OF DIRECTORS

The shareholders confirmed the re-nomination of the entire board of directors, which comprises Marina Berlusconi (chairman), Maurizio Costa, Piersilvio Berlusconi, Pasquale Cannatelli, Bruno Ermolli, Martina Mondadori, Roberto Poli, Mario Resca, Marco Spadacini, Umberto Veronesi and Carlo Maria Vismara.

The entire board of directors was elected on the basis of the only list submitted to the AGM and presented by the major shareholder Fininvest S.p.A.

The board will remain in office for three years until the approval of the annual report for the year ending 31 December 2011.

In the context of the directors nominated by the Shareholders, as per art. 148, para. 3 of legislative decree 58/1998, the following qualify as independent directors: Martina Mondadori, Mario Resca, Marco Spadacini and Umberto Veronesi.

Subsequent to the AGM, the board met also to verify that the aforementioned directors Martina Mondadori, Mario Resca, Marco Spadacini and Umberto Veronesi are also in possession of the requisites of independence laid down by the Corporate Governance regulations for listed companies.

The board of directors confirmed Maurizio Costa in his role as deputy chairman and chief executive, attributing to him all the relative executive powers.

The board also confirmed Mario Resca, Bruno Ermolli and Marco Spadacini as members of the Internal Control Committee, and Bruno Ermolli, Roberto Poli and Marco Spadacini as members of the Remuneration Committee. Carlo Maria Vismara was also confirmed in his role as the executive responsible for overseeing the preparation of the company’s accounts and financial statements.

NOMINATION OF THE BOARD OF STATUTORY AUDITORS AND ITS CHAIRMAN

The board of statutory auditors nominated by the AGM for the three-year period 2009-2011 is made up of Ferdinando Superti Furga (chairman), Francesco Antonio Giampaolo e Franco Carlo Papa (acting statutory auditors), and Ezio Maria Simonelli and Francesco Vittadini (substitute statutory auditors).

The entire board of statutory auditors was elected on the basis of the only list submitted to the AGM and presented by the major shareholder Fininvest S.p.A.

RENEWAL OF AUTHORISATION FOR THE ACQUISITION AND UTILISATION OF COMPANY SHARES

Following the expiry of the term fixed for the authorisation issued at the Annual General Meeting of 22 April 2008, the shareholders renewed authorisation to effect share buy-backs, up to the limit of 10% of the share capital. The shareholders also authorised, as per Art. 2357 of the Civil Code, the use of shares involved in such buy back operations or already in the company’s portfolio.

On the basis of the authorisation that has now expired, Mondadori made no acquisitions of company shares, no did it conduct any transactions involving treasury stock, given that the conditions foreseen by the previous buy-back programme were not satisfied.

By taking account of the shares previously in the portfolio, the total number of shares comprising treasury stock is 20,097,587 (7,747% of the share capital), of which 15,580,101 are held directly in the Arnoldo Mondadori Editore S.p.A. portfolio and 4,517,486 are held by the subsidiary Mondadori International S.A.

In line with the provisions of art. 144 bis of Consob regulation 11971/1999, what follows is an outline of the buy-back programme authorised by the Shareholders:

1. aims and underlying motivation

– use company shares for the exercise of options for the purchase of shares assigned to participants in the stock option plans put in place by the shareholders;

– use company shares, either bought or in the portfolio, for the exercise of rights, including conversion rights, deriving from financial instruments issued by the company, its subsidiaries or third parties;

– use company shares, either bought or in the portfolio, as part or whole payment in any eventual acquisitions or equity investments that fall within the company’s stated investment policy;

– take advantage, where and when considered strategic for the company, of investment opportunities, also in relation to available liquidity.

2. Cap on the number of shares that may be bought

The authorisation requested applies to the limit of 10% of the company’s share capital, corresponding to 25,942,983 shares.

Given that the company currently holds a total of 15,580,101 shares and that a further 4,517,486 shares are held by the subsidiary Mondadori International S.A. – making a total of 20,097,587 shares, or 7.747% of the share capital – the new authorisation gives to the board the faculty to buy a back a further 5,845,396 ordinary shares, corresponding to 2.253% of teh share capital.

3. Method of acquisition and the price range

Buy backs would be effected on regulated markets as per art. 132 of the legislative decree of 24 February 1998 n. 58 and art. 144 bis, para. 1, B of Consob regulation 11971/99, according to operating procedures established by the regulations for the organisation and management of the markets themselves, which, does not permit the direct combination of offers to buy with predetermined offers to sell.

The corresponding minimum and maximum price of sale will therefore be determined at the same conditions that applied to previous authorisations agreed by the Shareholders, i.e. at a unit price not less than the official market price on the day prior to any operation, less 20%, and not more than the official market price on the day prior to any operation, plus 10%.

In terms of price and daily volumes, acquisition operations will in any case be conducted in line with the norms foreseen by the EU regulation 2273/2005, in particular:

– the company will not buy shares at a price greater that the highest price of the last independent operation and the price of the highest current independent offer on the regulated market where the acquisition is made.

– in terms of daily volumes, the company will not purchase a quantity greater than 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated on the basis of the average daily volume of trading of Mondadori shares in the 20 trading days prior to the dates of purchase.

Any operations that are effected will be communicated to the market as per the terms of art. 87bis, of Consob regulation 11971/1999.

4. Duration

This authorisation will remain valid until the approval of the Annual Report for the year to 31 December 2009, and in any case for a period of not more than 18 months from the date of the shareholders’ approval.

STOCK OPTION PLAN FOR THE THREE-YEAR PERIOD 2009-2011

Following the expiry of the Stock Option plan for the previous three-year period 2006-2008, the shareholders approved a Stock Option Plan for the three-year period 2009-2011, in conformity with the conditions communicated to the market on 9 April, as per art 84 bis, para. 1 of Consob regulation 11971/1999.

RENEWAL OF POWERS ATTRIBUTED TO THE BOARD OF DIRECTORS

In extraordinary session, the shareholders approved, following the expiry of the powers to the board of directors attributed for a period of five years by the shareholders at the AGM of 2004, to renew such powers to the board, with the faculty to resolve capital increases and the issue of convertible bonds, as per artt. 2443 and 2420 of the Civil Code.

Such powers, in line with those previously attributed and now expiring, will be for a period (of the legal limit of five years) and for total maximum amounts (respectively of a nominal €78 million for capital increases and a nominal €260 million for convertible bonds).

§

The company’s balance sheet for the year ending 31 December 2008 approved by the Annual General Meeting of the Shareholders, the consolidated balance sheet for the year ending 31 December 2008, along with other documentation supplied in conformity with art. 77 of Consob regulation 11971/1999, will be made available from today at the company’s headquarters, at Borsa Italiana S.p.A. and on the web site www.gruppomondadori.it. The minutes of the Annual General Meeting will be available by 13 May.

Arnoldo Mondadori Editore S.p.A. has announced, as per Art. 144 octies, para. 2 of Consob Regulation 11971/1999, that at the expiry of the term for the presentation of lists for the nomination of the Board of Statutory Auditors (14 April 2009) the only list presented was that by the majority shareholder Fininvest S.p.A.

As a result, in line with the provisions of Art. 144 sexies, para. 5 of Consob Regulation 11971/1999, the term within which other lists for the nomination of the Board of Statutory Auditors may be presented at the corporate offices of Arnoldo Mondadori Editore S.p.A. (via Bianca di Savoia 12, Milan) has been extended to 19 April 2009; the percentage for the presentation of lists has been reduced from 2.5% to 1.25% of the share capital.