Arnoldo Mondadori Editore S.p.A. announces the launch today of a treasury share buyback plan under art. 5 of (EU) Regulation no. 596/2014: buybacks are in execution of the resolution adopted by the Shareholders’ Meeting held on 27 April 2017, authorizing the purchase and disposal of treasury shares for a maximum amount of up to 0.96% of the share capital, which is intended to provide in the three-year period the Company with the 2.49 million shares needed to meet the obligations under the 2017-2019 Performance Share Plan approved by the Meeting.

Pursuant to the 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. ordinary shares in the three-year period to service the “2017-2019 Performance Share Plan” approved by the Shareholders’ Meeting held on 27 April 2017.

• 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

Buybacks will involve a maximum in the three-year period of 2.49 million ordinary shares (currently equal to 0.96% of the share capital) for a par value of €0.26 each, therefore, within the limits of law, taking account of the treasury shares already held by the Company. Mention should be made that Arnoldo Mondadori Editore S.p.A. holds to date a total of 80,000 treasury shares, equal to 0.031% of the share capital.

• Duration of the plan

The current resolution runs until the Shareholders’ Meeting called to approve the financial statements for the year ending 31.12.2017 and may be renewed following authorization by the Shareholders’ Meeting.

• 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 (i) the combined provisions of art. 132 of Legislative Decree no. 58/1998 and of art. 5 of Regulation (EU) 596/2014, (ii) art. 144-bis of the Issuer Regulation, and (iii) the EU and national legislation on market abuse (including the Delegated Regulation (EU) 2016/1052), in accordance with the resolutions of the above Shareholders’ Meeting of 27 April 2017, 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 manner and time limits of applicable law.

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

The Mondadori Group has chosen the summer solstice to inaugurate the permanent artistic restoration of the illumination of Palazzo Mondadori, the building designed by Oscar Niemeyer.

An important renovation project on an iconic example of contemporary architecture, at both the national and international level, with which the Mondadori Group wants to celebrate 100 years of history.

“In recent years, the Mondadori Group has changed, embarking on a new solidity with new prospects, by focusing on the “fundamentals”, the activities related to the publishing of books and magazines, in both traditional and digital forms. And I like to seen an analogy in this capacity to innovate, without forgetting our roots, with the building that Niemeyer designed for Mondadori,” underlined Ernesto Mauri, chief executive of the Mondadori Group, “and that everyday surprises us by its visionary modernity, comprised of solid and traditional architectural elements that are in harmony with extraordinarily creative forms; an architecture that is new each time we look at it, but is, at the same time, history, and, with this new feature, increasingly the future.”

THE NEW PERMANENT ILLUMINATION

The building, which is owned by Gruppo Generali and has been the headquarters of the Mondadori Group since 1975, was built according to three fundamental Vitruvian principles as a way of providing large working spaces for a business that is a symbol of Italian excellence, Mondadori (utilitas or utility): a building constructed on water and on the earth, with strong and solid pillars (firmitas or durability) with a suspended body for the work areas; and, above all, a building with the capacity to express a beauty that aspires to the sublime (venustas or beauty and delight).

Thanks to the permanent illumination designed by the master of light Mario Nanni, the Palazzo Mondadori will be seen in a new light, an intense narrative able to express the life of the building and the structure of its arches.

Mario Nanni has designed a total work that brings together light, cinema, music and publishing; a work dedicated to the daytime and the night-time, for a day-to-day homage to life, thought and beauty. A work for both those who work in the building and those who will see it only from a distance: a work for everyone.

THE BOOK IL PALAZZO MONDADORI

Mondadori’s 110^th anniversary and the realisation of the permanent artistic restoration of the illumination of Palazzo Mondadori, also offer the perfect occasion to present – with the words of Professor Francesco Dal Co, editor of CASABELLA – a new edition of the book Oscar Niemeyer. Il Palazzo Mondadori, by Roberto Dulio (Electa).

The book, which has been completely re-designed since the first 2007 edition, published to mark Mondadori’s 100^th anniversary, retraces the story of the conception and construction of the company’s headquarters between 1968 and 1975: a precise and accurate study that aims to reconstruct the commissioning of the building to the Brazilian architect who went on to place it within a broader cultural context.

«The Palazzo Mondadori is the son of Itamaraty, the Foreign Ministry building completed by Niemeyer in Brasilia in 1964, and much admired by Giorgio Mondadori. The light of the arches of Itamaraty is the same; whereas in the Palazzo Mondadori it varies: a monument in one, a “symphony” in the other, commented Professor Francesco Dal Co, editor of Casabella. Moreover, in the Palazzo Mondadori the floors hang to the cover and float on empty space. But if Niemeyer completed in Milan an exploit that he had only touched upon in Brasilia, this is also due to the companies that produced the special materials used in its construction and the Italian engineers that calculated the static.»

Oscar Niemeyer. Il Palazzo Mondadori includes documents, original and unseen sketches by Niemeyer, plans, photographs of the site and the completed building, as well as a photographic campaign by Gabriele Basilico and a more recent one by Roland Halbe, made after the restoration of the building, that make it possible to retrace the various steps that led to the realisation of the building in a philological, visually enthralling and engaging manner, not only for fans of contemporary architecture, but also for normal readers.

THE INAUGURATION

The new lighting project for Palazzo Mondadori will be presented this evening after sunset with “Sospeso, leggero ma non troppo”, a poem of light dedicated to all those, staff and collaborators,  who work everyday inside this iconic construction.

A story in light and music that will transform Palazzo Mondadori into a canvas on which the illumination will depict the passage of time and offering a new interpretation of its architecture in the night-time. To ensure that real architecture enthusiasts – and others, too – won’t miss the show, the event will be broadcast live this evening on the Mondadori Group’s Facebook page.

«Faced with a monumental building, made of imposing material and with an historical existence, necessarily requires study, respect and listening to the place. A syncretic intervention of high symbolic value which, comprising architecture and landscape, solar phases and chronobiology, brings you up against the infinite rules of natural light through a background that generates light and shadow, that celebrates the beauty of the complex, even after sunset, and making it eternal,» said Mario Nanni.

The twenty-three pillars of the facade will be matched by as many minutes, plus one, the twenty-fourth vertical element that completes the rhythmic composition of the building. The meridian light will caress the building like the page of a book, in a composition that brings together different and complementary knowledge, reaching out beyond time, paying homage to the beauty of the Palazzo Mondadori.

The dialogue between architecture, light, water and fire will last for a total of thirty minutes: twenty-four minutes of poetry, followed by a pause of six minutes, during which the light will stay on to enhance the architecture as a whole, in the magic of the night.

«The choice of the summer solstice to inaugurate my work of light is because it is a special night,” – explains Mario Nanni – “indeed, it is the shortest night of the year, in which we enter the sign of Cancer, whose constellation, during the presentation of the project, will become a great fire that will illuminate the night, with a unique and unrepeatable image of the building,» Nanni concludes.

The Mondadori Group announces that Pierluigi Bernasconi will be proposed at the next meeting of the Board of Directors of Mondadori Retail S.p.A. as the new Chief Executive Officer, effective from 5 June 2017.

Born in Milan in 1954 – after ten years at Hitachi, holding increasing responsibilities until becoming director of the audio-video division – in 1989 Pierluigi Bernasconi founded Mediamarket S.p.A., the consumer electronics chain, which operates in Italy under the Media World, Saturn and Media World Compra On Line brands; appointed CEO, in 1991 he opened the first Media World store in Curno.

From 2013 to 2015, he was CEO of the Mercatone Uno Group, leading distributor in Italy of furniture, accessories, household products and jewellery. In 2016 he was appointed Chairman and director of B-Retail, a strategic advisory firm in the distribution field. Subsequently was appointed vice president of Iper Montebello S.p.A., the company which manages the chain IPER La grande I.

Since 2016, he has been board member of ePRICE.

In 2010, he received the honour of “Cavaliere del Lavoro”.

Mondadori Retail manages the largest network of bookstores in Italy. It operates through more than 600 stores (megastores, bookstores, points and clubs) and four sales channels: directly managed and franchised stores, web and bookclubs.

Arnoldo Mondadori Editore S.p.A. hereby informs that the minutes of the Ordinary and Extraordinary Shareholders’ Meeting of 27 April 2017, together with the amended version of the Company by-laws, are available at the Company’s registered office, on the authorized storage mechanism (www.1info.it) and in the Governance section of the Company’s website www.mondadorigroup.com.

Also made available on www.mondadorigroup.com (Governance section) are the Rules on increased voting rights adopted by the Board of Directors of Arnoldo Mondadori Editore S.p.A. in execution of the Shareholders’ resolution, and containing the procedures for the inclusion, keeping and updating of the Special List of Shareholders who wish to make use of increased voting rights, as well as the application form for inclusion in the above Special List.

The Mondadori Group announces that its subsidiary Mondadori France has completed, following the purchase of the 20% minority interest in the share capital, the disposal of 100% of NaturaBuy SAS: the marketplace for small ads and the purchase/sale of hunting, fishing and outdoor items has been acquired by NextStage, a private equity fund based in Paris.

The transaction is in line with the Mondadori Group’s plan to focus on core businesses, including through the disposal of non-strategic assets aimed at the development of the print and digital publishing brands held in its portfolio.

The disposal of 100% of NaturaBuy amounts to 12.2 million euro based on an enterprise value of 10.5 million euro.

In 2016, NaturaBuy achieved revenue of 2.6 million euro and EBITDA of 1.5 million euro.

The company will be deconsolidated as from 1 May 2017.

The impact on the 2017 net financial position of Mondadori France amounts to 9.4 million euro, net of the positive net financial position of the company and the purchase of the minority interest in NaturaBuy.

The disposal of this asset will produce a pre-tax gain of 4.3 million euro, strongly contributing to the achievement of the net profit and of the net financial position targets set in the guidance already disclosed to the market, which could be revised in the current year (with no impact on estimated adjusted EBITDA which, by definition, excludes non-recurring income).

The Mondadori Group announces it has concluded an agreement today on the disposal of the business units involved in the logistics activities of Mondadori Libri and Mondadori Retail to CEVA Logistics Italia S.r.l..

The agreement marks a further step in the plan to focus on core businesses, including through the disposal of the Group’s non-strategic assets, in a highly competitive market populated by international players. Among these players, following a tendering process, the Group has chosen CEVA Logistics Italia, already a provider of Rizzoli Libri distribution services, as its qualified partner.

The agreement will increase flexibility in managing logistics services and will reduce operating costs starting from 2018, guaranteeing the Mondadori Group and its customers high quality standards.

Additionally, the agreement envisages:

• the disposal of the logistics business units of Mondadori Libri and Mondadori Retail to CEVA Logistics Italia (a workforce of approximately 110 employees) for a consideration of 0.5 million euro;
• the disposal of the Verona-based site used for these activities to AKNO Trading S.r.l. (property company part of the AKNO Group, industrial partner of CEVA Group) for a consideration of 6 million euro;
• the conclusion of an exclusive agreement for the supply by CEVA Logistics Italia of logistics services to the Mondadori Group’s Books and Retail areas for a period of 9 years, which entails compliance with pre-set KPIs and SLAs (Service Level Agreements), as well as joint improvement actions.

The disposal of the above business units and the supply of services will take effect as from 1 May 2017.

The disposal of the site at closing date will produce a (pre-tax) gain of 4.2 million euro, already included in the guidance for 2017 disclosed to the market last 21 March (with no impact on estimated adjusted EBITDA which, by definition, excludes non-recurring income).

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 2016, and reviewed the 2016 consolidated financial statements of the Mondadori Group, which show a net profit of 22.5 million euro, improving by 16.1 million euro, therefore tripling versus 6.4 million euro in 2015.

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2016, as disclosed to the market last 21 March.

The Shareholders’ Meeting, in accordance with the Board of Directors’ proposal, resolved to fully cover the loss for the year of 15.2 million euro of the Parent Company Arnoldo Mondadori Editore S.p.A. (versus 32 million euro in the prior year) by using a corresponding amount of reserves.

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

Confirmation of the co-opted director

The Meeting confirmed Paolo Ainio as Director – previously appointed by cooptation by the Board of Directors on 28 July 2016 – until the expiry of the term of the Board of Directors (approval of the financial statements for the year ending 31 December 2017).

The professional profile of Director Paolo Ainio is available on the website www.gruppomondadori.it, Governance section.

Based on the information available to the Company, to date Paolo Ainio holds no shares of the Company.

Banzai media s.r.l. financial statements approved

The Shareholders’ Meeting approved the financial statements for the year ended 31 December 2016 of Banzai Media S.r.l., merged by incorporation in Arnoldo Mondadori Editore S.p.A., with accounting and tax effects from 1 January 2017.

Remuneration report

The Shareholders’ Meeting approved Section One of the Remuneration Report on the policy adopted for 2017 regarding remuneration to directors and executive managers with strategic responsibilities.

Renewal of the authorization to purchase and sell treasury shares

Given the approaching expiry of the previous authorization resolved on 21 April 2016, the Shareholders’ Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Shareholders’ Meeting also authorized to sell the treasury shares acquired by the Company in compliance with art. 2357-ter of the Italian Civil Code.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 80,000 treasury shares, equal to 0.031% of the share capital.

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

Motivations

• to use the treasury shares purchased as consideration in the acquisition of interests as part of the Company’s investment policy;
• to use the treasury shares purchased in 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 implying the allocation 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 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 the TUF, and of plans for the free allocation of shares to Shareholders.

Maximum number of purchasable treasury shares
The authorization refers to the purchase of a maximum number of ordinary shares with a nominal value of euro 0.26 each up to a cap of 10% of the Company’s share capital.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
Purchases shall be made 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 Practices.

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 shall be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. at a unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.

In terms of daily prices and volumes, the purchase transactions shall be completed in compliance with the conditions established in art. 3 of the Delegated Regulation (EU) 2016/1052.

Any completed transaction shall be subject to disclosure pursuant to the terms and criteria set out in art. 87-bis of Consob Regulation no. 11971/1999.

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 the TUF and of art. 13 of (EU) Regulation 596/2014.

With regard to the sale of treasury shares, the Shareholders’ 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.

Duration
Until the Shareholders’ Meeting called to approve the financial statements for the year ending 31 December 2017.

Adoption of a Performance Share Plan

The Shareholders’ Meeting approved the adoption of a 2017/2019 Performance Share Plan, in accordance with art. 114-bis of Legislative Decree no. 58 of 24 February 1998, intended for certain executive directors, executives with strategic responsibilities and certain second-line executives of the Group, in accordance with the conditions previously disclosed to the market last 21 March, pursuant to art. 84 bis, par. 1, of Consob Regulation no. 11971/1999.

For details on the 2017/2019 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.

In extraordinary session, the Shareholders’ Meeting resolved on:

Amendments to the by-laws

The Shareholders’ Meeting resolved on the amendments to art. 7 (adoption of increased voting rights pursuant to art. 127-quinquies of Legislative Decree no. 58/98) and art. 17 (amendments to appointment procedures for the Board of Directors by means of a so-called blocked lists system) of the Company by-laws.

For further information, reference should be made to the proposed resolution approved by the Board of Directors on 21 March 2017, as illustrated in the specific report prepared by the Board of Directors, pursuant to and for the purposes of art. 125-ter of the TUF, and of articles 72 and 84-ter, and of Annex 3A, Schedule 3, of the Regulation adopted through Consob Resolution no. 11971 of 14 May 1999, available at the registered office of the Company and on the Company’s website www.gruppomondadori.it, “Governance/Shareholders’ Meeting” section, and to the new text of the Company by-laws, which will be made available on the Company’s website within the time limits established by current laws.

The minutes of today’s Shareholders’ Meeting will be made available according to the procedures and time limits of law.

The Mondadori Group is among the companies who have won the Randstad Employer Brand 2017, the award given by Randstad – the world’s second largest player in the human resources services sector player – of the basis of the most complete and representative global survey on employer branding.

The result of the survey show that the Mondadori Group is Italy’s third most sought after company, and the only company included form the media, news and culture sector.

“We are extremely proud to have received this award in a period when the Mondadori Group is growing, following an extraordinary year that marked a trunaround for the company,” commented Daniele Sacco, the Mondadori Group’s head of human resources and services. “The two big acquisitions of 2016, of Rcs Libri and Banzai Media, have enabled the Group to consolidate its leadership in the core businesses, books and magazines. And this has led to the integration of additional know-how and new professional profiles, which have joined the excellent resources that already exist inside Mondadori,” Sacco underlined. “But, in a market in continuous transformation like that of publishing, it is essential to be constantly open to change. Our aim is to pursue excellence not only in business terms, but also in the HR area and there is still much to do. Mondadori will need to be increasingly able to attract and develop talent in order to go on creating an environment that is stimulating, enhancing and inclusive.”

The Randstad Employer Brand study, commissioned by the TNS research institute, was conducted independently – i.e. no company can put their own name forward for inclusion –  on a sample of over 160,000 people in 26 countries with an extensive analysis of almost 5,500 companies. The study measured the perceived attractiveness of Italian companies for potential employees. In Italy over 5,000 people, aged between 18 and 65,  were interviewed, between November and December 2016 a sample that included people in employment, students and unemployed who were asked, “Where would you like to work?” and given a list of 150 companies with over 1000 employees, based in Italy and operating in 17 different sectors.

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 2016 Annual Report, which includes the draft financial statements, the consolidated financial statements for the year ended 31 December 2016, the Directors’ Report on Operations, and the certifications pursuant to art. 154 bis, par. 5 of Legislative Decree no. 58/1998;
• the annual financial statements of Banzai Media S.r.l.;
• the Independent Auditors’ reports;
• the Statutory Auditors’ report;
• the report on corporate governance and ownership structure for the year 2016;
• the remuneration report pursuant to art. 123-ter of Legislative Decree no. 58/1998.