Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 17 to 21 June 2019, of no. 42,750 ordinary shares (equal to 0.016% of the share capital) at an average unit price of Euro 1.5121 for a total amount of Euro 64,640.60.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 17 April 2019 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 1,449,148 treasury shares, equal to 0.554% of the share capital and to 0.362% of the total amount of voting rights.

Purchases in detail in the complete pdf.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 10 to 14 June 2019, of no. 59,695 ordinary shares (equal to 0.023% of the share capital) at an average unit price of Euro 1.5645 for a total amount of Euro 93,391.44.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 17 April 2019 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 1,406,398 treasury shares, equal to 0.538% of the share capital and to 0.351% of the total amount of voting rights.

Purchases in detail in the complete pdf.

Arnoldo Mondadori Editore S.p.A. announces the launch today of a treasury share buyback plan under art. 5 of Regulation (EU) no. 596/2014, in execution of the resolution adopted by the Ordinary Shareholders’ Meeting held on 17 April 2019, authorizing:

• the purchase and disposal of treasury shares for a maximum amount of up to 0.62% of the share capital, which is intended to provide the Company with the no. 1,622,581 shares required over the three-year period to meet the obligations under the “2019-2021 Performance Share Plan” approved by the same Shareholders’ Meeting;
• the continuation of the buyback plan for the purchase of the treasury shares required to service the “2017-2019 Performance Share Plan” and the “2018-2020 Performance Share Plan” in the manners and within the limits set out in the relevant Regulations.

Pursuant to Delegated Regulation (EU) 2016/1052, details of the treasury share buyback plan are shown below.

• Purpose of the plan

The purpose of the plan is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the “2019-2021 Performance Share Plan” approved by the Shareholders’ Meeting held on 17 April 2019, the “2017-2019 Performance Share Plan” and the “2018-2020 Performance Share Plan”.

• Maximum amount in cash allocated to the plan

Buybacks will be made at a minimum unit price not lower than the official Stock Exchange price on the day before the purchase transaction, reduced by 20%, and at a maximum unit price not higher than the official Stock Exchange price on the day before the purchase transaction, increased by 10%. The definition of volumes and unit purchase prices will be made in accordance with the conditions set out in art. 3 of Delegated Regulation (EU) 2016/1052; specifically, no shares will be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out.

• Maximum number of shares to purchase

Purchases for the 2019-2021 three-year period will regard a maximum of no. 1,622,581 ordinary shares (equal currently to 0.62% of the share capital), to be allocated to the “2019-2021 Performance Share Plan”, to the “2017-2019 Performance Share Plan” and to the “2018-2020 Performance Share Plan”.

The maximum total amount of shares under the plan is therefore within the limits of law, taking account of the treasury shares already held by the Company.

To date, Arnoldo Mondadori Editore S.p.A. holds no. 1,346,703 treasury shares, equal to 0.515% of the share capital.

• Duration of the plan

The current authorization runs until the Shareholders’ Meeting called to approve the financial statements for the year ending 31.12.2019 and is renewable prior to the Shareholders’ authorization.

• Buyback procedures

The treasury share buyback plan will be coordinated by an authorized intermediary who will make the purchases independently, with no influence from Arnoldo Mondadori Editore S.p.A. as far as the time of purchase is concerned.

Buybacks will be made pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998 and of art. 5 of Regulation (EU) 596/2014, art. 144-bis of the Issuer Regulation, and the EU and national legislation on market abuse (including Delegated Regulation (EU) 2016/1052), in accordance with the resolutions of the above Shareholders’ Meeting of 17 April 2019, in the terms previously disclosed to the market and in accordance with applicable law. Daily purchase volumes will not exceed 25% of the daily average volume of Arnoldo Mondadori Editore S.p.A. shares traded over the 20 trading days before the dates of purchase.

Any subsequent changes to the above buyback plan will be promptly disclosed to the public by the Company in the manners and within the time limits of applicable law.

The transactions made will be disclosed to the market in the manners and within the time limits of applicable law.

Pursuant to art. 85-bis, paragraph 4-bis of CONSOB Regulation no. 11971 of 14 May 1999, Arnoldo Mondadori Editore S.p.A. announces today that, the requirements and conditions laid down by current legislation and the Bylaws being met, the increase in voting rights for 139,355,950 ordinary shares of the Company has become effective.

The total amount of voting rights, indicating the number of shares forming the share capital, is outlined below.

Arnoldo Mondadori Editore S.p.A. announced today that, following the procedure to inform and negotiate with the French trade unions as set out by law, it has signed an agreement on the sale of its subsidiary Mondadori France S.A.S. to Reworld Media S.A..

The agreement is in line with the Mondadori Group’s strategy to continue along its strategic repositioning path, placing increasing focus on the more profitable core businesses.

The scope subject to sale includes the 100% interest in the share capital held by Arnoldo Mondadori Editore S.p.A. in Mondadori France S.A.S. and its subsidiaries and/or investees.

The consideration for the transaction amounts to € 70 million (cash free/debt free), plus an earn-out of € 5 million to be paid according to the terms disclosed to the market on 18 February 2019.

As a result of the deal, Arnoldo Mondadori Editore S.p.A. will hold from an 8% to 10% interest in the share capital of Reworld Media S.A..

If the transaction is completed, the estimated improvement in the Mondadori Group’s net financial position at closing date would be approximately € 59 million.

As already disclosed to the market, completion of the transaction is subject to the fulfilment of the following conditions precedent:

• authorization by the Autorité de la Concurrence;
• approval of the reserved capital increase by the shareholders of Reworld Media;
• provision of a bank loan, already authorized, to Reworld Media.

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 2018 and reviewed the 2018 consolidated financial statements of the Mondadori Group. Adjusted net profit from continuing operations amounted to € 20.3 million as forecast.

As a result of the fair value adjustment of the French assets (€ -200.1 million) subject to disposal, the net loss at 31.12.2018 was € -177.1 million versus € 30.4 million in 2017. The Shareholders’ Meeting resolved to fully cover this loss by using a corresponding amount of reserves, in accordance with the proposal made by the Board of Directors.

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2018, as disclosed to the market last 14 March 2019.

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

REMUNERATION REPORT
The Shareholders’ Meeting approved Section One of the Remuneration Report on the policy adopted for 2019 regarding remuneration to directors and key management personnel.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 24 April 2018, the Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Meeting also authorized to sell the treasury shares acquired by the Company in compliance with art. 2357-ter of the Italian Civil Code.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,346,703 treasury shares, equal to 0.515% of the share capital.

Here below is the information provided, also with regard to the provisions of art. 132 of Legislative Decree 58/1998 and to the provisions of art. 144-bis of Issuer Regulation no. 11971/1999, on the authorization issued by the Shareholders’ Meeting.

Motivations
The motivations underlying the authorization granted to purchase and sell treasury shares refer to the opportunity to attribute to the Board of Directors the power to:

• 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 lending, 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 undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to sell treasury shares as part of share-based incentive plans pursuant to art. 114-bis of Legislative Decree 58/1998, and of plans for the free allocation of shares to Shareholders.

Duration
The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2019, while the authorization to sell is granted to last for an unlimited period.

Maximum number of purchasable treasury shares
The authorization refers to the purchase, including in more than one tranche, of a maximum number of ordinary shares with a nominal value of € 0.26 each, also taking into account the shares held directly or indirectly in the portfolio from time to time, up to a cap of 10% of the Company’s share capital.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
Purchases shall be made on regulated markets pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998, of art. 5 of Regulation (EU) 596/2014, (ii) of art. 144-bis of the Issuer Regulation, (iii) of the EU and national legislation on market abuse, and (iv) of Accepted Market Practices.

Specifically, purchases shall be made on regulated markets, according to operating criteria which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals.

The minimum and maximum purchase price would be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. at a minimum unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and a maximum 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 art. 3 of the Delegated Regulation (EU) 2016/1052.

Purchases instrumental in (a) the support to market liquidity and (b) the purchase of treasury shares to build a so-called “treasury shares” portfolio, shall also be made in accordance with the conditions provided by market practices, under the combined provisions of art. 180, par. 1, lett. c) of Legislative Decree 58/1998 and of art. 13 of (EU) Regulation 596/2014.

With regard to the sale of treasury shares, the Meeting resolved to authorize the Board of Directors to sell purchased treasury shares: (i) through disposal of the shares on regulated markets; (ii) as consideration in the acquisition of interests as part of the Company’s investment policy; (iii) in the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company or third parties; (iv) to service share-based incentive plans approved by the Shareholders’ Meeting without any time limits.

2019-2021 PERFORMANCE SHARE PLAN
The Shareholders’ Meeting convened today approved, pursuant to art. 114-bis of Legislative Decree 58/1998, the establishment of a Performance Share Plan for the three-year period 2019-2021 intended for the Chief Executive Officer, the CFO – Executive Director and certain managers of the Company, in accordance with the conditions previously disclosed to the market on 14 March 2019, pursuant to art. 84-bis, paragraph 1 of Issuer Regulation 11971/1999.

For details on the 2019-2021 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the Information Document drawn up by the governing body, pursuant to CONSOB Regulation no. 11971/1999, and to the Explanatory Report, published on the Company’s website www.gruppomondadori.it “Governance/Shareholders’ Meeting” section.

APPOINTMENT OF THE INDEPENDENT AUDITORS
Following expiry of the assignment to Deloitte & Touche S.p.A. on approval of the 2018 financial statements, the Shareholders’ Meeting has tasked Ernst & Young S.p.A. with the statutory audit for the years 2019-2027, approving the relating fee.

In its extraordinary session, the Shareholders’ Meeting also resolved on the:

REVOCATION AND GRANTING OF POWERS TO THE BOARD OF DIRECTORS
In its extraordinary session, the Shareholders’ Meeting adopted, in accordance with the proposals of the Board of Directors, the resolutions referred to in articles 2443 and 2420-ter of the Italian Civil Code, relating to the granting of powers to the Board of Directors to increase the share capital and issue convertible bonds.

Specifically, the Shareholders’ Meeting resolved on:

• the revocation, solely regarding the unexercised portion, of all the powers to increase the share capital and issue convertible bonds granted to the Board of Directors by the Extraordinary Shareholders’ Meeting held on 30 April 2014;
• the granting of powers to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, to make a divisible increase in the share capital against payment, on one or more occasions, reserved with pre-emptive rights to the assignees, within a period of five years from the resolution date for a maximum nominal amount of € 75,000,000;
• the granting of powers to the Board of Directors, pursuant to art. 2420-ter of the Italian Civil Code, to issue, on one or more occasions, bonds convertible into shares, for a maximum nominal amount of € 250,000,000, including, pursuant to art. 2420-ter, par. 1, of the Italian Civil Code, the powers to correspondingly increase the share capital to service the conversion by issuing ordinary shares with the same characteristics as outstanding shares, for a maximum nominal amount of € 250,000,000, within a period of five years from the resolution date;
• the granting of powers to the Board of Directors, in accordance with art. 2443 of the Italian Civil Code, to make a divisible increase in the share capital against payment, on one or more occasions, within a period of five years from the resolution date, excluding pre-emptive rights in accordance with art. 2441, par. 4, second sentence, of the Italian Civil Code, by issuing ordinary shares up to 10% of the total amount of shares forming the share capital of Arnoldo Mondadori Editore at the date of any exercise of the powers and, in any case, for a nominal amount of up to € 20,000,000.

The resolved renewal and granting of powers is motivated by the expediency to maintain and grant the Board of Directors the general powers to implement, through faster and more streamlined procedures than the resolutions adopted by the Extraordinary Shareholders’ Meeting, any capital transactions to strengthen the financial structure in support of the Group’s development targets.

With particular regard to the powers that may be exercised for capital increases with the exclusion of pre-emptive rights up to a ceiling of 10% of the existing capital, mention should be made that the offer made to third parties may represent an effective tool to increase the free float and maintain appropriate liquidity of the share at any moment, or be functional to the participation of qualified investors in the share capital, while curbing the diluting effects for existing shareholders.

NON-REPLENISHMENT OF REVALUATION RESERVES
The Extraordinary Shareholders’ Meeting also resolved not to replenish the revaluation reserves pursuant to Law no. 72 of 19 March 1983 and Law no. 413 of 30 December 1991, used, according to the resolution of today’s Ordinary Shareholders’ Meeting, to cover the losses recognized in the Company’s financial statements at 31 December 2018, with their resulting elimination, with no obligation to replenish them.

The minutes of today’s Shareholders’ Meeting will be made available in the manner and within the time limits of law.

Arnoldo Mondadori Editore S.p.A. hereby informs that the following documents are available from today at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

• the 2018 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2018, the Directors’ Report on Operations (including the non-financial statement), the certifications pursuant to art. 154 bis, par. 5, of Legislative Decree no. 58/1998 of Arnoldo Mondadori Editore S.p.A., the Independent Auditors’ reports and the Board of Statutory Auditors’ report;
• the 2018 Report on Corporate Governance and Ownership Structure;
• the Remuneration Report pursuant to art. 123-ter of Legislative Decree no. 58/1998.

Arnoldo Mondadori Editore S.p.A. hereby informs that the notice of call of the Annual General Meeting on 17 April 2019, and the Directors’ reports, pursuant to art. 125-ter of Legislative Decree 58/1998 of the Italian Civil Code, on the following items on the agenda, to be discussed at both ordinary and extraordinary sessions, are available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it), and on the website www.gruppomondadori.it (Governance section):

• authorization for the purchase and sale of treasury shares, pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code;
• resolutions, pursuant to art. 114-bis of the TUF, on the granting of financial instruments;
• appointment of the Independent Auditors for 2019-2027 and determination of their fee;
• revocation and granting of powers to the Board of Directors pursuant to articles 2443 and 2420-ter of the Italian Civil Code;
• proposal not to replenish revaluation reserves pursuant to Law no. 72 of 19 March 1983 and Law no. 413 of 30 December 1991.

Also made available, in the above manners, the Information Document on the 2019-2021 Performance Share Plan, prepared in accordance with Annex 3A, under the provisions of art. 84-bis of the Issuer Regulation.

The notice of call of the AGM was published today also in the newspaper indicated in the notice.

The additional documents regarding the AGM will be made available, in the manners above, within the time limits established by current laws.

Following today’s meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, the Chief Executive Officer of the Mondadori Group, Ernesto Mauri, signed a put option, whereby Arnoldo Mondadori Editore S.p.A. has guaranteed itself the right to sell its subsidiary Mondadori France S.A.S. to Reworld Media S.A..

The disposal plan is part of the Mondadori Group’s repositioning strategy to place greater focus on the Books Area, and involves 100% of the stake held by Arnoldo Mondadori Editore S.p.A. in Mondadori France S.a.S. and the relating investments (revenue of € 330 million and EBITDA of € 18.4 million recorded in 2017).

The value for Mondadori France has been set at € 70 million (cash free/debt free), plus an earn-out of € 5 million.

Under the terms for exercising the put option:

• 86% of the value of the investment – € 60 million – will be paid in cash, € 50 million of which at the closing date and € 10 million 24 months from the closing date; the deferred payment is not subject to any condition;
• the remaining 14% of the value of Mondadori France S.A.S., for a nominal value of € 10 million, will be paid through issue of new Reworld Media S.A. shares, to be subscribed by Arnoldo Mondadori Editore S.p.A. at a price equal to 112.5% of the average stock market price over the 20 days before the signing and, in any case, ranging from a floor of € 2.2 to a cap of € 2.9.

Following the subscription, Arnoldo Mondadori Editore S.p.A. would hold from an 8% to a 10% interest in the share capital of Reworld Media S.A..

The transaction envisages a price adjustment mechanism linked to the achievement of pre-established targets relating to 2018 adjusted EBITDA and normalized net working capital at the closing date.

The earn-out to Arnoldo Mondadori Editore S.p.A. will be subject to the achievement in 2020, by Reworld Media S.A. in the new set-up, of certain financial results.

Under the terms for exercising the put option, Arnoldo Mondadori Editore S.p.A. is also required to provide the buyer with the usual representations and warranties.

If the deal is finalized, the Mondadori Group’s net financial position is expected to improve by approximately € 58 million at the closing date, considering: financial payables to third parties in Mondadori France (approximately € 7 million); fair value adjustment of Reworld Media shares subscribed by Arnoldo Mondadori Editore S.p.A. at closing (approximately € 3 million calculated to date); transaction costs of € 2 million.

In the financial statements for the year ended 31.12.2018, the result from discontinued operations, including impairment, is expected to be basically in line with the amount recorded in the Interim Management Statement at 30.09.2018.

Pursuant to the provisions of law, Mondadori France S.a.S. will start negotiations with its union representatives.

If the put option is exercised, the parties will sign a purchase and sale agreement envisaging completion of the transaction if the following conditions precedent are met:

• authorization issued by the Autorité de la Concurrence;
• approval of a reserved capital increase by the shareholders of Reworld Media;
• disbursement of a bank loan to Reworld Media.

From today Andrea Santagata will take on the role of Chief Innovation Officer of the Mondadori Group.

The creation of this new position, reporting directly to the chief executive Ernesto Mauri, is a response to the Group’s determination to continue to invest in the development and formulation of digital and transformation strategies across all of Mondadori’s activities.

Among his responsibilities, Andrea Santagata will also oversee the study and implementation of new business models, in coordination with the heads of the different Areas, with the aim of further enhancing the Group’s assets and brands.

His objectives will also include the promotion of a culture of innovation across the entire company and the introduction of new methods able to facilitate the exchange of know-how.

Born in Pisa, Santagata, 46, graduated cum laude in Mechanical Engineering from the University of Pisa. He began his career in the world of the internet and digital at Libero.it. The experience he gained between 2001 and 2007 at Matrix S.p.A., where, from 2004 to 2007, he was the marketing director of Virgilio, led him to set up Splinder, Italy’s first blogging platform, and the start-ups Liquida and Sitonline.

His career continued at Banzai where he moved in 2007 as head of marketing, before becoming, in 2009, chief executive of Banzai Media, bought by the Mondadori Group in 2016.

Santagata will maintain his position as deputy general manager of the Mondadori Group’s Magazines Italy Area, which is led by the general manager Carlo Mandelli.

Andrea Santagata is also a member of the boards of Mediamond and Adkaora.