Corporate events

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 28 May and 1 June 2012, the company bought a total of 142,000 its own shares (corresponding to 0.0576% of the company’s share capital) on the automated share market at an average price of € 0.95758 per share, for a total of € 135,976.82 in the context of the authorisation of the company’s AGM, held on 19 April 2012 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

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

Date N° of shares bought Weighted average price 28/05/2012 30,000 0.95441 29/05/2012 30,000 0.96533 30/05/2012 22,000 0.96076 31/05/2012 30,000 0.95463 01/06/2012 30,000 0.95763

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 10,116,223 its own shares. A further 4,517,486 Mondadori shares are hold by the subsidiary Mondadori International S.p.A..
Consequently, as of today the total number of shares held now amounts to 14,633,709 corresponding to 5.937% of the share capital.

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It should be noted that the Shareholders on 19 April 2012 authorised the buy back of a further 11,090,625 company shares, with respect to the shares already held, either directly or indirectly on the date of the authorisation issued by the AGM, bringing the total up to the limit of 10% of the share capital.
The authorisation is valid until the meeting for the approval of the Annual Report for the year to 31 December 2012.
In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree 58/1998 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.
It should also be noted that, in line with the norms foreseen by the EU regulation 2273/2003, the daily quantities of purchase does not exceed 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated in the 20 trading days prior to the dates of purchase.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 21 and 25 May 2012, the company bought a total of 200,000 its own shares (corresponding to 0.081% of the company’s share capital) on the automated share market at an average price of € 0.99637 per share, for a total of € 199,273.70 in the context of the authorisation of the company’s AGM, held on 19 April 2012 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

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

Date N° of shares bought Weighted average price 21/05/2012 50,000 1.01893 22/05/2012 40,000 1.02759 23/05/2012 40,000 1.00336 24/05/2012 30,000 0.97056 25/05/2012 40,000 0.94931

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 9,974,223 its own shares. A further 4,517,486 Mondadori shares are hold by the subsidiary Mondadori International S.p.A..

Consequently, as of today the total number of shares held now amounts to 14,491,709 corresponding to 5.879% of the share capital.

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It should be noted that the Shareholders on 19 April 2012 authorised the buy back of a further 11,090,625 company shares, with respect to the shares already held, either directly or indirectly on the date of the authorisation issued by the AGM, bringing the total up to the limit of 10% of the share capital.

The authorisation is valid until the meeting for the approval of the Annual Report for the year to 31 December 2012.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree 58/1998 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.

It should also be noted that, in line with the norms foreseen by the EU regulation 2273/2003, the daily quantities of purchase does not exceed 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated in the 20 trading days prior to the dates of purchase.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 14 and 18 May 2012, the company bought a total of 334,100 its own shares (corresponding to 0.135% of the company’s share capital) on the automated share market at an average price of € 1.03425 per share, for a total of € 345,544.16 in the context of the authorisation of the company’s AGM, held on 19 April 2012 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

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

Date N° of shares bought Weighted average price 14/05/2012 68,600 1.07571 15/05/2012 67,000 1.04843 16/05/2012 65,000 1.02443 17/05/2012 66,000 1.01742 18/05/2012 67,500 1.00397

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 9,774,223 its own shares. A further 4,517,486 Mondadori shares are hold by the subsidiary Mondadori International S.p.A.. Consequently, as of today the total number of shares held now amounts to 14,291,709 corresponding to 5.798% of the share capital.

***

It should be noted that the Shareholders on 19 April 2012 authorised the buy back of a further 11,090,625 company shares, with respect to the shares already held, either directly or indirectly on the date of the authorisation issued by the AGM, bringing the total up to the limit of 10% of the share capital. The authorisation is valid until the meeting for the approval of the Annual Report for the year to 31 December 2012.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree 58/1998 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.

It should also be noted that, in line with the norms foreseen by the EU regulation 2273/2003, the daily quantities of purchase does not exceed 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated in the 20 trading days prior to the dates of purchase.

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).

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 3 and 11 May 2012, the company bought a total of 402,400 its own shares (corresponding to 0.16% of the company’s share capital) on the automated share market at an average price of € 1.08816 per share, for a total of € 437,876.35 in the context of the authorisation of the company’s AGM, held on 19 April 2012 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

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

Date N° of shares bought Weighted average price 3/05/2012 71,900 1.06811 4/05/2012 70,700 1.05681 7/05/2012 40,000 1.08309 8/05/2012 50,000 1.09643 9/05/2012 67,000 1.09837 10/05/2012 35,000 1.11636 11/05/2012 67,800 1.11437

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 9,440,123 its own shares. A further 4,517,486 Mondadori shares are hold by the subsidiary Mondadori International S.p.A..

Consequently, as of today the total number of shares held now amounts to 13,957,609 corresponding to 5.663% of the share capital.

***

It should be noted that the Shareholders on 19 April 2012 authorised the buy back of a further 11,090,625 company shares, with respect to the shares already held, either directly or indirectly on the date of the authorisation issued by the AGM, bringing the total up to the limit of 10% of the share capital.

The authorisation is valid until the meeting for the approval of the Annual Report for the year to 31 December 2012.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree 58/1998 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.

It should also be noted that, in line with the norms foreseen by the EU regulation 2273/2003, the daily quantities of purchase does not exceed 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated in the 20 trading days prior to the dates of purchase.

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.

From 2 May, Fernando Mantovani will be the new e-commerce director of Mondadori Direct.

As part of his role, reporting directly to the chairman and managing director of Mondadori Direct, Renato Rodenghi, Mantovani will also pursue the objective of further developing the activities of Bol.it and exploring other e-commerce opportunities for the Mondadori Group.

Mantovani, 45, was born in Bitonto (BA) and has a degree in Business Administration from the Cà Foscari University in Venice.
Mantovani comes from Feltrinelli, where, since January 2007, he was the director of the online business unit LaFeltrinelli.it. He began his career in 1997 at the EMI Group, where he held positions with increasing responsibility in the operations and media & business development areas. In 2004 Mantovani joined Sony Europe where he was involved in B2B digital services and e-commerce across Europe.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 2 and 5 April 2012, the company bought a total of 300,292 its own shares (corresponding to 0.12% of the company’s share capital) on the automated share market at an average price of € 1.2867 per share, for a total of € 386,386.49 in the context of the authorisation of the company’s AGM, held on 21 April 2011 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

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

Date N° of shares bought Weighted average price 02/04/2012 100,300 1.30259 03/04/2012 50,000 1.31605 04/04/2012 70,000 1.28606 05/04/2012 79,992 1.24900

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 9,037,723 its own shares. A further 4,517,486 Mondadori shares are hold by the subsidiary Mondadori International S.p.A..
Consequently, as of today the total number of shares held now amounts to 13,555,209 corresponding to 5,50% of the share capital.

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It should be noted that the Shareholders on 21 April 2011 authorised the buy back of a further 16,546,887 company shares, with respect to the shares already held, either directly or indirectly on the date of the authorisation issued by the AGM, bringing the total up to the limit of 10.52% of the present share capital.
The authorisation is valid until the meeting for the approval of the Annual Report for the year to 31 December 2011.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree 58/1998 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.

It should also be noted that, in line with the norms foreseen by the EU regulation 2273/2003, the daily quantities of purchase does not exceed 25% of the average daily volume of Mondadori shares traded on the regulated market and calculated in the 20 trading days prior to the dates of purchase.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 26 and 30 March 2012, the company bought a total of 512,000 its own shares (corresponding to 0.20% of the company’s share capital) on the automated share market at an average price of € 1.31627 per share, for a total of € 673,929.73 in the context of the authorisation of the company’s AGM, held on 21 April 2011 (previously communicated as per Art. 144 bis of Consob regulation 11971/1999), to effect share buy back operations.

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

Date N° of shares bought Weighted average price 26/03/2012 102,000 1.31596 27/03/2012 103,000 1.32971 28/03/2012 101,000 1.32168 29/03/2012 102,000 1.30668 30/03/2012 104,000 1.30741

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 8,737,431 its own shares. A further 4,517,486 Mondadori shares are hold by the subsidiary Mondadori International S.p.A..

Consequently, as of today the total number of shares held now amounts to 13,254,917 corresponding to 5,378% of the share capital.

***

It should be noted that the Shareholders on 21 April 2011 authorised the buy back of a further 16,546,887 company shares, with respect to the shares already held, either directly or indirectly on the date of the authorisation issued by the AGM, bringing the total up to the limit of 10.52% of the present share capital.

The authorisation is valid until the meeting for the approval of the Annual Report for the year to 31 December 2011.

In line with the Shareholders’ authorisation, buy backs are effected on regulated markets as per art. 132 of the legislative decree 58/1998 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.

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

Arnoldo Mondadori Editore S.p.A. has 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.