Corporate events

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

Following the candidates in the lists.

Candidates for appointment to the board of directors:

1. Marina Berlusconi

2. Maurizio Costa

3. Pier Silvio Berlusconi

4. Carlo Maria Vismara

5. Pasquale Cannatelli

6. Bruno Ermolli

7. Roberto Poli

8. Roberto Briglia

9. Martina Forneron Mondadori*

10. Marco Spadacini*

11. Angelo Renoldi*

12. Carlo Sangalli*

13. Cristina Rossello*

14. Mario Resca*

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

Candidates for appointment to the board of statutory auditors

Office of standing auditor:

1. Ferdinando Superti Furga

2. Francesco Antonio Giampaolo

3. Franco Carlo Papa

Office of substitute auditor:

1. Ezio Maria Simonelli

2. Francesco Vittadini

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

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

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

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

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 19 and 23 March 2012, the company bought a total of 420,000 its own shares (corresponding to 0.17% of the company’s share capital) on the automated share market at an average price of € 1.33442 per share, for a total of € 560,455.88 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 19/03/2012 66,000 1.42355 20/03/2012 77,000 1.36783 21/03/2012 88,000 1.33770 22/03/2012 91,500 1.30298 23/03/2012 97,500 1.27424

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 8,225,431 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 12,742,917 corresponding to 5,17% 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 illustrative reports by the directors pertaining to the following items on the agenda for the company’s forthcoming ordinary Annual General Meeting on 19 April 2012 (20 April on an eventual second calling) are now available at the company’s corporate offices, Borsa Italiana S.p.A. and on www.gruppomondadori.it (in the Governance section):
– authorisation to buy back and utilise ordinary shares, in line with articles 2357 and 2357-ter of the Italian Civil Code;
– appointment of the board of directors;
– appointment of the board of statutory auditors for the financial years 2012/2013/2014.

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

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

The Board of Directors of Arnoldo Mondadori Editore S.p.A. will ask the forthcoming Annual General Meeting of the Shareholders to renew authorisation to effect share buy backs, following the expiry of the previous authorisation deliberated by the AGM of 21 April 2011.
The Annual General Meeting of the Shareholders, scheduled for 19 April 2012 (or 20 April on an eventual second calling), will also be asked to authorise the use of shares involved in such buy back operations or already in the company’s portfolio, as per art. 2357 ter of the Civil Code.

The highlights of the Board of Directors’ proposal are as follows.

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, 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;
– 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.

Duration
The validity will extend to the approval of the Annual Report for the financial year 2012 and, in any case, for not more than 18 months from the date of the resolution.

Cap on the number of shares that may be bought
The proposed new authorisation relates to acquisition of a maximum of a further 12,322,917 shares. Taking account of the shares already held in the portfolio by both the company and its subsidiaries, the authorised buy backs make it possible to arrive at 10% of the company’s share capital.

In particular, given that 10% of the company’s share capital corresponds to 24,645,834 shares and that the company currently holds, either directly or indirectly through the subsidiary Mondadori International S.p.A., a total of 12,322,917 of its own shares, corresponding to 5% of the share capital, the new authorisation would give the Board the faculty to buy back a further 5% of the share capital.

Method of acquisition and the price range
Buy backs would be effected on regulated markets as per art. 132 of the legislative decree of 24 February 1998 n. 58 and art. 144 bis, para. 1, B of Consob regulation 11971/99 according to operating procedures established by the regulations for the organisation and management of the markets themselves, which, does not permit the direct combination of offers to buy with predetermined offers to sell.
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 2273/2003.

Mondadori today announced it had reached a formal agreement with Pozzoni SpA for the sale of its residual 20% stake of Mondadori Printing SpA.

The operation was perfected following the exercise of a call option given to Gruppo Pozzoni with the preliminary contract, stipulated on 19 November 2008, for the sale of 80% of Mondadori Printing SpA, the company that grouped together the activities of the Mondadori Group’s Printing Division.

The exercise price of the call option – based on the agreements outlined in the 2008 contract – is €19,186,000.

As a result of this operation Gruppo Pozzoni will become the sole owner of 100% of the share capital of Mondadori Printing SpA.
The 8-year printing contract, stipulated at the same time as the abovementioned agreement in 2008, will remain fully in place.

Gruppo Pozzoni is now one of the leading players in the european printing market, with 10 operating companies and nine plants (in the provinces of Bergamo, Lecco, Milan, Rome, Trento, Verona and Vicenza).

Arnoldo Mondadori Editore S.p.A. today announced, as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A., the corporate events scheduled for 2012:

– Monday 19 March 2012: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2011;

– Monday 14 May 2012: meeting of the Board of Directors for the approval of the 1st Quarter Report to 31 March 2012;

– Thursday 26 July 2012: meeting of the Board of Directors for the approval of the Interim Report to 30 June 2012

– Tuesday 13 November 2012: meeting of the Board of Directors for the approval of the 3rd Quarter Report to 30 September 2012.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2011 will be held on Thursday 19 April 2012, on first calling, or Friday 20 April 2011, on an eventual second calling.

Analysts’ presentations of the results for the full year to 31 December 2011, the interim report to 30 June 2012 and the reports on the first and third quarters of 2012 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any eventual changes will be promptly communicated to the market.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 21 and 24 November 2011, the company bought a total of 265,822 its own shares (corresponding to 0.1078% of the company’s share capital) on the automated share market at an average price of € 1.32864 per share, for a total of € 353,182.26 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 21/11/2011 84,000 1.37070 22/11/2011 84,000 1.33206 23/11/2011 84,000 1.28986 24/11/2011 13,822 1.28796

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 7,805,431 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 12,322,917 corresponding to 5% 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 today announced that, in the period between 14 and 18 November 2011, the company bought a total of 411,000 its own shares (corresponding to 0.1667% of the company’s share capital) on the automated share market at an average price of € 1.39972 per share, for a total of € 575,286.48 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 14/11/2011 84,000 1.42930 15/11/2011 84,000 1.40198 16/11/2011 84,000 1.38329 17/11/2011 84,000 1.37990 18/11/2011 75,000 1.40468

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 7,539,609 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 12,057,095 corresponding to 4.89% 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, as per Art. 70 para. 5 of CONSOB Regulation n°. 11971/1999 and integrating the documentation already deposited on 16 September 2011, the minutes of the meeting of the board of directors that approved the plant to merge by incorporation into the company the wholly-owned subsidiary AME Editoriale Wellness S.r.l., is now available for inspection at the company’s headquarters, at Borsa Italiana S.p.A. and on the company’s web site www.gruppomondadori.it (in the Governance section).

Arnoldo Mondadori Editore S.p.A. has today announced that, with reference to the last seven trading days, on October 4, 2011 the company bought a total of 50,000 its own shares (corresponding to 0.020% of the company’s share capital) on the automated share market at an average price of € 1.51872 per share, for a total of € 75,936.00 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.

Following this operation and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 7,128,609 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 11,646,095 corresponding to 4.72% 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.