AGM

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 extraordinary part of the Shareholders’ Meeting held the last 11 November 2010.

The above-mentioned documentation is also available at the website www.gruppomondadori.it (‘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 illustrative reports of the directors for the following items on the agenda of the Shareholders’ Meeting called for 11November 2010 (12 November on second calling).

Ordinary part:

• the appointment of directors, prior to the increase in the number of the members of the board of directors; consequent deliberations.

Extraordinary part:

• changes to articles 9, 11, 12, 14, 16, 17, 27 and 28 of the company statute, also in line with the provisions of legislative decree n. 27 of 27 January 2010 (in compliance with EU Directive 2007/36/CE regarding the exercise of certain shareholders’ rights for listed companies) legislative decree n. 39 of 27 January 2010 (in compliance with EU Directive 2006/43/CE regarding the mandatory annual auditing of accounts and consolidated accounts); consequent deliberations and relevant mandates.

The above-mentioned documentation is also available at: http://www.mondadorigroup.com/Governance/Shareholders-meeting.

The board of directors of Arnoldo Mondadori Editore S.p.A. will present a proposal to the Shareholders’ Meeting called for 11 November 2010 (12 November 2010 on second calling) for the appointment following an increase in the number of the members of the board.

Specifically, the Shareholders will be asked to approve the appointment of two non-executive independent directors and one executive director.

The proposed independent non-executive directors will be Carlo Sangalli, the current President of Confcommercio (the Italian retailers’ association), and Angelo Renoldi, professor of economics and business administration at the University of Bergamo.

This increase in the number of non-executive directors is consistent with the ongoing reinforcement of the role and function of independent directors indicated, in particular, by soon to be introduced Consob regulations concerning operations with related parties.

The nominations put forward would also further consolidate and provide additional support for the functions and activities of internal committees (specifically, the Internal Control Committee and the Remuneration Committee) established by the board of directors of Arnoldo Mondadori Editore S.p.A. as part of the company’s system of corporate governance.

The proposed new executive director is Roberto Briglia, who will bring to the board, as the Group’s Editorial Director, a contribution based on his vast experience in the publishing sector.

The current board of directors, which will remain in office until the AGM for the approval of the Annual Report for the year 2011, is made up by Marina Berlusconi (chairman), Maurizio Costa (deputy chairman and chief executive), Pier Silvio Berlusconi, Pasquale Cannatelli, Bruno Ermolli, Martina Mondadori, Roberto Poli, Mario Resca, Marco Spadacini, Umberto Veronesi and Carlo Maria Vismara.

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The Extraordinary Shareholders’ Meeting of 11 (12) November 2010 will also receive proposals concerning a series of statutory changes concerning compliance with the EU Directive 2007/36/CE relating to the exercise of certain rights by shareholders of listed companies.

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Illustrative reports concerning the items on the agenda of the Shareholders’ Meeting, including professional profiles of the proposed new directors, will be available to the public at the company’s headquarters, Borsa Italiana S.p.A. and on the web site www.gruppomondadori.it (Governance sector) in line with current rulings.

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 2009 and deliberated, in line with a proposal resolved by the board of directors on 23rd March and previously communicated to the market, to allocate the entire net profit for the year, amounting to €53,179,772.38 to the company’s extraordinary reserve, with a view to completing the ongoing restructuring process, pursue investments in growth areas and digital and take advantage of eventual development opportunities.

In his report to the shareholders, the Deputy Chairman and Chief Executive Maurizio Costa outlined the highlights of the group’s performance during 2009, already announced on 23 March.

The Shareholders also passed resolution on the following:

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 29 April 2009, the shareholders renewed authorisation to effect share buy-backs, up to the 15% 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 bought on the market a total of 2,270,000 of its own shares, at an average price of €2.69 per share, for a total of €6,127,428.

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..

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 a limit of 15% of the company’s share capital, corresponding to 38,914,474 shares.

Given that the company currently, either directly or indirectly, holds a total of 22,367,587 shares or 8.62% of the share capital – the new authorisation gives to the board the faculty to buy a back a further 16,546,887 ordinary shares, corresponding to 6.38% of the 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 2273/2003, 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. 87 bis, 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 2010, and in any case for a period of not more than 18 months from the date of the shareholders’ approval.

APPOINTMENT OF EXTERNAL AUDITORS

Following the expiry of the non-renewable contract with Reconta Ernst Young S.p.A. for the auditing of the company’s financial statements for the years 2001-2009, the Shareholders’ appointed Deloitte & Touche S.p.A. – on the basis of a proposal from the Statutory Auditors – to conduct an audit of the company’s annual reports and consolidated financial statements, as well as the limited audit of the interim reports for a period of nine years, from 2010 to 2018.

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The company’s Annual Report for the year ending 31 December 2009 approved by the Annual General Meeting of the Shareholders, 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; minutes for the AGM will be available fro 12 May 2010.

Arnoldo Mondadori Editore S.p.A. has announced that documentation pertaining to the company’s forthcoming Annual General Meeting on 27-28 April 2010 is now available at the company’s corporate offices and Borsa Italiana S.p.A. Such documentation consists of:

– the company’s financial statements and balance sheet for the year to 31 December 2009, and the reports of the management, the board of statutory auditors and external auditors;

– illustrative reports by the directors regarding authorisation to effect buy backs of company shares and to utilise the same and a motivated proposal by the board of statutory auditors concerning the appointment of the external auditors.

The documentation is also available on the Mondadori web site www.gruppomondadori.it (in the “Investor Relations” section).

It should also be noted that a report on corporate governance and ownership structures is available at the corporate headquarters, Borsa Italiana S.p.A. and on the Mondadori web site www.gruppomondadori.it (in the “Corporate 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 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).

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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.

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 consolidated results and management report for the year ended 31 December 2007 and deliberated the distribution of a dividend of €0.35 – gross of withholding taxes – per each ordinary share in circulation on the date of coupon detachment.

The dividend payable is in line with that distributed in 2007 drawn from the net profit for the year 2006. The dividend will be payable from 22 May 2008 (coupon detachment date: 19 May 2008).

In his report, the Deputy Chairman and Chief Executive Maurizio Costa outlined the highlights of the Group’s performance already announced on 20 March.

Outside of the meeting, Maurizio Costa also anticipated that advertising sales in the first quarter of 2008 had recorded an overall increase of around 5% on the same period of the previous year.

The Shareholders also passed resolution on the renewal of authorisation for the acquisition and utilisation of company shares.

Following the expiry of the term fixed for the authorisation issued on 23 April 2007, the Shareholders renewed authorisation to effect share buy-backs, up to the legal 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, the company bought on the market 2,729,896 ordinary shares (1.05% of the share capital) for a total outlay of €18,454,809; moreover, exclusively in the context of the company’s Stock Option Plan, 15,000 shares were sold in the same period.

By taking account of the shares previously in the portfolio, the total number of shares comprising treasury stock is now 20,097,587 (7,746% 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. Underlying motivation

The underlying reason for the request for authorisation to effect buy backs and make use of Company shares is that it will allow the Board of Directors 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, also 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

Given that 10% of the share capital corresponds to 25,942,983 shares and that the company currently holds, as indicated above, a total of 20,097,587 shares, or 7.746% of the share capital, the new authorisation would give the Board the faculty to buy back a further 5,845,396 ordinary shares, corresponding to 2.253% of the 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.

Consequently, the corresponding minimum and maximum price of sale will 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 avergae 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

This authorisation will remain valid until the approval of the Annual Report for the year to 31 December 2008, and in any case for a period of not more than 18 months from the date of the Shareholders’ approval.