AGM

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 Annual Report for the year ended 31 December 2012 and deliberated, in line with a proposal resolved by the board of directors, to make up the entire net loss for the period, amounting to €39,574,943.13 by drawing the corresponding sum from the “Share premium reserve”.

CONFIRMATION OF CO-OPTED DIRECTORS
The shareholders confirmed the appointment, for the period up to the end of the mandate of the current board (the approval of the financial statements for the year ending 31 December 2014) as directors of Ernesto Mauri and Danilo Pellegrino, previously co-opted by the board on 20 March and 28 February 2013, respectively.

Following the Shareholders’ Meeting, the board of directors met and confirmed the appointment of Ernesto Mauri as chief executive.

RENEWAL OF AUTHORISATION FOR THE BUY-BACK AND UTILISATION OF COMPANY SHARES
Following the expiry of the term fixed for the authorisation issued at the Annual General Meeting of 19 April 2012, the shareholders renewed authorisation to effect share buy-backs, up to a 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

It should be noted that, with regard to the previous authorisation, the company bought from the market a total of 1,398,291 shares, corresponding to 0.56% of the share capital.

By taking account of the shares previously in the portfolio, the total number of shares comprising treasury stock is now 14,953,500 (6.067% of the share capital), of which 10,436,014 are held directly in the Arnoldo Mondadori Editore S.p.A. portfolio and 4,517,486 are held by the subsidiary Mondadori International S.p.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. Underlying motivation
– to 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;
– to 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;
– to take advantage, where and when considered strategic for the company, of investment opportunities, also in relation to available liquidity;
– to 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.

2. Cap on the number of shares that may be bought
The authorisation refers to a limit of 10% of the share capital, or 24,645,834 shares. Given, as indicated above, that the company currently holds, directly or indirectly, a total of 14,953,500 shares, the new authorisation consequently foresees the possible acquisition of an additional 9,692,334 ordinary shares, or 3.933% of the share capital.

3. Method of acquisition and price range
Buy backs would be effected on regulated markets as per art. 132 of Legislative Decree n. 58 of 24 February 1998 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. 87 bis of Consob Regulation 11971/1999.

4. Duration
The authorisation for the buy-back and utilisation of own shares will remain valid until the AGM for the approval of the Annual Report for the year to 31 December 2013, and in any case, for a period of not more than 18 months from the date of the Shareholders’ resolution.

The Shareholders also passed resolutions on the following items on the agenda:

REMUNERATION REPORT
The Shareholders approved the policy outlined in the first section of the Remuneration Report, for fiscal 2013, regarding the compensation of directors and executives with strategic responsibilities.

MODIFICATIONS TO THE ARTICLES OF ASSOCIATION
In an extraordinary session, the Shareholders examined and approved changes to the Articles of Association regarding, in particular, new rules on nominations to the board of directors and the board of statutory auditors complaint with Law N. 120/2011 concerning gender equality in the corporate boards and control bodies of listed companies.

For Arnoldo Mondadori Editore S.p.A., Law N. 120/2011 will be applied for the first time from the renewal of the corporate boards following the approval of the company’s financial statements for the year ending 31 December 2014.

It should, however, be noted that the current board of directors already foresees that one fifth of the board is made up of the “less represented gender”, in line with the provisions of the law in its initial application.

Other modifications to the Articles of Association concerned the simple adoption of EU Directive 2007/36/CE (regarding “Shareholders’ Rights”) as introduced by Legislative Decree N. 91 of 18 June 2012.

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Professional profiles of the directors Ernesto Mauri and Danilo Pellegrino are available of the web site www.gruppomondadori.it, in the Governance Section.

Arnoldo Mondadori Editore S.p.A. has announced that the annual financial report, comprising the draft financial statements and consolidated financial statements for the year ending 31 December 2012, the Directors’ Report and the statements pursuant to Article 154-bis paragraph 5 of Legislative Decree n.58/1998, together with the reports of external auditors and statutory auditors are available from today at the headquarters of the company, at Borsa Italiana S.p.A. and on the web site www.mondadorigroup.com (in the “Governance” section).

Likewise, the company has also published the report on corporate governance and the ownership structure, with reference to 2012, and the Report on Remuneration pursuant to Art. 123-ter of Legislative Decree n.58/1998.

Arnoldo Mondadori Editore S.p.A. has announced that Directors’ reports on the following items on the agenda of the Ordinary and Extraordinary Shareholders’ Meeting, to be held on 23 April 2013 (24 April, on second call) are available at the Company’s registered office, as well as Borsa Italiana S.p.A. and on www.mondadorigroup.com (Governance section):

• Proposals for the confirmation of co-opted directors, pursuant to art. 2386 of the Civil Code and resulting resolutions;
• Authorisation for the purchase and sale of own shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Civil Code;
• Amendment to the Articles of Association 6-9-11-12-16-17-27-29, also in relation to amendments, as per Legislative Decree no. 91 of 18 June 2012, of the rules for the implementation of Directive 2007/36/EC regarding the exercise of certain rights of the shareholders of listed companies and the provisions of Law no. 120/2011 on equality of access to the administrative and control bodies of listed companies; resulting resolutions and mandates.

Further documentation concerning the AGM will be made available in the manner described above, within the period foreseen by current legislation.

The notice calling the AGM, along with the agenda, has been published today in the newspaper specified in the notice and on www.mondadorigroup.com (Governance section).

Arnoldo Mondadori Editore S.p.A. today announced that it has made available, at both the company’s headquarters and Borsa Italiana S.p.A., the minutes of the ordinary part of the Shareholders’ Meeting held the last 19 April 2012.

The above-mentioned minutes is also available at the website www.gruppomondadori.it (‘Governance’ section).

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 Annual Report for the year ended 31 December 2011 and deliberated, in line with a proposal resolved by the board of directors on 19 March, to attribute to the extraordinary reserve the company’s entire net profit for the year to 31 December 2011, which amounted to €55,342,667.63.
Given the current economic scenario, and despite a net profit for 2011 higher than that for 2010, the decision not to distribute a dividend for 2011 is aimed at reinforcing the company’s assets and financial structure.

In his report to the shareholders, the deputy chairman and chief executive Maurizio Costa outlined the highlights of the group’s performance during 2011, already announced on 19 March.

The Shareholders also passed resolution on the following:

APPOINTMENT OF THE BOARD OF DIRECTORS
The Shareholders appointed the members of the Board of Directors: Marina Berlusconi (Chairman), Maurizio Costa, Pier Silvio Berlusconi, Carlo Maria Vismara, Pasquale Cannatelli, Bruno Ermolli, Roberto Poli, Roberto Briglia, Martina Forneron Mondadori, Marco Spadacini, Angelo Renoldi, Carlo Sangalli, Cristina Rossello and Mario Resca.
The entire Board of Directors was elected on the basis of a single list presented to the Shareholders by the majority shareholder Fininvest S.p.A.
The Board will serve for three years until the AGM to approve the Annual Report for the year to 31 December 2014.

Within the Board of Directors appointed by the Shareholders the directors Martina Mondadori, Angelo Renoldi, Mario Resca, Cristina Rossello, Carlo Sangalli and Marco Spadacini also meet the requirements of independence, foreseen by art. 148, paragraph 3, of Legislative Decree 58/1998.
After the Shareholders’ Meeting, the Board of Directors met and also determined that the aforementioned directors were also compliant with independence requirements foreseen by the Code of Conduct for listed companies.

The Board of Directors confirmed Maurizio Costa as Deputy Chairman and Chief Executive, attributing to him all the relative powers for the management of the company.

The Board also appointed the members of:
– Control and Risks Committee: Angelo Renoldi (Chairman), Marco Spadacini and Mario Resca;
– Remuneration and Appointments Committee: Marco Spadacini (Chairman), Bruno Ermolli and Carlo Sangalli.
Carlo Maria Vismara was also confirmed in the role of manager responsible for preparing the financial reports.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS AND ITS CHAIRMAN
The Board of Statutory Auditors, appointed by the Shareholders for the years 2012-2014, is made up by: Ferdinando Superti Furga (Chairman), Francesco Antonio Giampaolo and Franco Carlo Papa (standing auditors), Ezio Maria Simonelli and Francesco Vittadini (substitute auditors).
The entire Board of Statutory Auditors was appointed on the basis of a single list presented to the Shareholders by majority shareholder Fininvest S.p.A.

RENEWAL OF AUTHORISATION FOR THE BUY-BACK AND UTILISATION OF COMPANY SHARES
Following the expiry of the term fixed for the authorisation issued at the Annual General Meeting of 21 April 2011, the shareholders renewed authorisation to effect share buy-backs, up to a 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.
It should be noted that, with regard to the previous authorisation, the company bought from the market a total of 4,159,114 shares, corresponding to 1.68% of the share capital, at a total cost of €7,135,831.86.

By taking account of the shares previously in the portfolio, the total number of shares comprising treasury stock is now 13,555,209 (5.50% of the share capital), of which. 9,037,723 are held directly in the Arnoldo Mondadori Editore S.p.A. portfolio and 4,517,486 are held by the subsidiary Mondadori International S.p.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. Underlying motivation
– to 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;
– to 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;
– to take advantage, where and when considered strategic for the company, of investment opportunities, also in relation to available liquidity;
– to 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.

2. Cap on the number of shares that may be bought
The authorisation refers to a limit of 10% of the share capital, or 24,645,834 shares. Given, as indicated above, that the company currently holds, directly or indirectly, a total of 13,555,209 shares, the new authorisation consequently foresees the possible acquisition of an additional 11,090,625 ordinary shares, or 4.50% of the share capital.

3. Method of acquisition and price range
Buy backs would be effected on regulated markets as per art. 132 of Legislative Decree n. 58 of 24 February 1998 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. 87 bis of Consob Regulation 11971/1999.

4. Duration
The authorisation for the buy-back and utilisation of own shares will remain valid until the AGM for the approval of the Annual Report for the year to 31 December 2012, and in any case, for a period of not more than 18 months from the date of the Shareholders’ resolution.

Arnoldo Mondadori Editore S.p.A. has announced that the annual financial report, comprising the draft financial statements and consolidated financial statements for the year ending 31 December 2011, the Directors’ Report and the statements pursuant to Article 154a paragraph 5 of the Legislative Decree n.58/1998, together with the reports of external auditors and statutory auditors are available from today at the headquarters of the company, at Borsa Italiana S.p.A. and on www.mondadorigroup.com site (in the “Governance” section).
Likewise, in the same manner, the company has also published the report on corporate governance and the ownership structure, referring to 2011, and the Report on Remuneration pursuant to Art. 123-ter of Legislative Decree n.58/1998.

Arnoldo Mondadori Editore S.p.A. has announced that lists of nominations for the appointment of both the board of directors and the board of statutory auditors, as filed by Fininvest S.p.A., that holds 53.06% of the share capital, along with the documentation required by Consob Regulation No.11971/1999 and the company’s Articles of Association, are now available at the company’s registered office, at the Italian Stock Exchange (Borsa Italiana S.p.A.) and www.gruppomondadori.it (in the section Governance).

Following the candidates in the lists.

Candidates for appointment to the board of directors:

1. Marina Berlusconi

2. Maurizio Costa

3. Pier Silvio Berlusconi

4. Carlo Maria Vismara

5. Pasquale Cannatelli

6. Bruno Ermolli

7. Roberto Poli

8. Roberto Briglia

9. Martina Forneron Mondadori*

10. Marco Spadacini*

11. Angelo Renoldi*

12. Carlo Sangalli*

13. Cristina Rossello*

14. Mario Resca*

(*) Candidates with the necessary requisites for appointment as independent directors.

Candidates for appointment to the board of statutory auditors

Office of standing auditor:

1. Ferdinando Superti Furga

2. Francesco Antonio Giampaolo

3. Franco Carlo Papa

Office of substitute auditor:

1. Ezio Maria Simonelli

2. Francesco Vittadini

Please note that the Annual General Meeting of the Shareholders for the appointment of directors and statutory auditors has been called for 19 April 2012 (20 April on second calling).

MINORITY SHAREHOLDERS FAIL TO PRESENT LISTS FOR THE BOARD OF STATUTORY AUDITORS

With reference to the lists for the appointment of statutory auditors, it should be noted, pursuant to Art. 144 octies, para. 2 of CONSOB Regulation 11971/1999, that before the legal deadline for the filing of lists (26 March 2012) only a list submitted by the majority shareholder Fininvest S.p.A. had been filed.

Consequently, in accordance with Art. 144 sexies, para. 5 of Consob Regulation 11971/1999, the period within which additional lists may be deposited at the registered offices of Arnoldo Mondadori Editore S.p.A. for appointment of statutory auditors is extended until 29 March 2012 and the percentage of the share capital required for the submission of lists is reduced from 2.5% to 1.25%.

Arnoldo Mondadori Editore S.p.A. has announced that illustrative reports by the directors pertaining to the following items on the agenda for the company’s forthcoming ordinary Annual General Meeting on 19 April 2012 (20 April on an eventual second calling) are now available at the company’s corporate offices, Borsa Italiana S.p.A. and on www.gruppomondadori.it (in the Governance section):
– authorisation to buy back and utilise ordinary shares, in line with articles 2357 and 2357-ter of the Italian Civil Code;
– appointment of the board of directors;
– appointment of the board of statutory auditors for the financial years 2012/2013/2014.

Further documentation pertaining to the AGM will be made available to the public, as above, in compliance with current legislation.

Notice of the ordinary Annual General Meeting and the agenda are available on www.gruppomondadori.it (in the Governance section).

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 Annual Report for the year ended 31 December 2010 and deliberated, in line with a proposal resolved by the board of directors on 21 March and previously communicated to the market, to distribute a dividend, net of taxation, of €0.17 for each ordinary share (net of treasury stock) in circulation of the date appointed for coupon detachment.
Dividends will be payable from 26 May 2011 (coupon detachment from 23 May 2011).

In his report to the shareholders, the deputy chairman and chief executive Maurizio Costa outlined the highlights of the group’s performance during 2010, already announced on 21 March.

RENEWAL OF AUTHORISATION FOR THE BUY-BACK AND UTILISATION OF COMPANY SHARES
Following the expiry of the term fixed for the authorisation issued at the Annual General Meeting of 27 April 2010, the shareholders renewed authorisation to effect share buy-backs, up to the 15% of the share capital, the equivalent of 38,914,474 ordinary shares.
By taking account of the shares previously in the portfolio, the total number of shares comprising treasury stock is now 22,367,587 (8,62% of the share capital), of which. 17,850,101 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., the authorisation allows for the purchase of an additional maximum of 16,546,887 shares.
It should be noted that, with regard to the authorisation of 27 April 2010, the company made no buy backs, given that the market conditions were not in line with the authorisation itself.
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.

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:

• Underlying motivation

The renewal of authorisation for the buy-back and utilisation of company shares is aimed at maintaining the legal conditions for eventual further buy-back plans and, as a result, the possibility of taking advantage of investment opportunities or other treasury stock operations, giving to the board of directors the specific faculties to:
– 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.

• Duration

Until the approval of the 2011 Annual Report.

• Cap on the number of shares that may be bought

In line with the expiring authorisation, the renewal concerns the possible acquisition of an additional 16,546,887 ordinary shares which, taking account of the shares already either directly or indirectly held in the portfolio, as outlined above, allows for the purchase of up to 15% of the share capital.
Following the cancellation of 12,971,492 shares, and the consequent reduction of the capital, as resolved by the Shareholders in extraordinary session, the authorisation will permit the buy-back of up to a total of 10.52% of the share capital.

• 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 2273/2003, 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.

CANCELLATION OF PART OF THE TREASURY STOCK HELD AND CORRESPONDING TO 5% OF THE SHARE CAPITAL
As indicated above, Arnoldo Mondadori Editore S.p.A. directly holds 17,850,101 company shares, equivalent to 6.88% of the share capital and acquired at an average price of around €6.1697 per share.

The Shareholders, meeting in extraordinary session, approved a proposal for the cancellation of 12,971,492 shares, with a nominal value of €0.26 per share, and corresponding to 5% of the share capital, while keeping in the portfolio, also to service stock option plans, 4,878,609 shares, in addition to the 4,517,486 held by Mondadori International.

The proposal to cancel a part of the shares held as treasury stock is explained by the fact that, in recent years, there have not been opportunities to use such stock as foreseen by the authorisations made by the shareholders, such as share swaps or conversions in financial instruments.

Following the cancellation, and the consequent reduction in the number of shares making up the share capital, would – while maintaining the necessary solidity to support future growth objectives – result in the optimisation of the company’s capital structure and have a positive impact in terms of increasing both earnings per share and dividend per share.

In terms of the impact on the company’s accounts, the “treasury stock”, in compliance with international accounting principles booked as a reduction in net assets, would be reduced by around €80,030,000, against a reduction in the share capital of a nominal €3,372,587.92 – corresponding to 12,971,492 shares with a cancelled nominal value of €0.26 – and a reduction of the “share premium reserve” of around €76,658,000.
The reduction in the share capital approved by the Shareholders will become effective, subject to no objections being submitted, only after a period of ninety days from the registration of the resolution, as foreseen by article 2445 of the Italian Civil Code.

Arnoldo Mondadori Editore S.p.A. has announced that illustrative reports by the directors pertaining to the items on the agenda for the company’s forthcoming ordinary and extraordinary Shareholders’ Meeting on 21 April 2011 (22 April on an eventual second calling) are now available at the company’s corporate offices, Borsa Italiana S.p.A. and on the Mondadori web site www.gruppomondadori.it (in the Governance section).

Notice of the ordinary and extraordinary Shareholders’ Meeting and the agenda are available on the Mondadori web site www.gruppomondadori.it (in the Governance section).