Buy-back

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.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 23 and 30 September 2011, the company bought a total of 200,000 its own shares (corresponding to 0.0811% of the company’s share capital) on the automated share market at an average price of € 1.5606 per share, for a total of € 312,131.02 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 23/09/2011 100,000 1.50598 26/09/2011 12,000 1.55980 28/09/2011 20,000 1.63280 29/09/2011 14,000 1.61938 30/09/2011 54,000 1.62015

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 7,078,609 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 11,596,095 corresponding to 4.70% 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 21 September 2011, the company bought a total of 600,000 its own shares (corresponding to 0.2434% of the company’s share capital) on the automated share market at an average price of € 1.7442 per share, for a total of € 1,046,520.13 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 14/09/2011 105,000 1.72227 15/09/2011 105,000 1.78463 16/09/2011 110,000 1.78953 19/09/2011 100,000 1.71385 20/09/2011 99,000 1.73079 21/09/2011 81.000 1.71252

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 6,878,609 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 11,396,095 corresponding to 4.62% 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 2 and 5 August 2011, the company bought a total of 400,000 shares (corresponding to 0.162% of the company’s share capital) on the automated share market at an average price of € 2.12411 per share, for a total of € 849,645.30 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 02/08/2011 90,000 2.15207 03/08/2011 110,000 2.16762 04/08/2011 110,000 2.09511 05/08/2011 90,000 2.07843

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 6,278,609 of the company’s shares. A further 4,517,486 shares are hold by the subsidiary Mondadori International S.p.A..
Consequently, as of today the total number of shares held now amounts to 10,796,095 (or 4.38% of the share capital). This figure refers to the share capital after the capital reduction, effected by the cancellation of 12,971,492 treasury shares, carried out in line with the shareholders’ resolution of 21 April 2011, previously communicated to the market.
***
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 15% of the share capital on the date of the shareholders’ meeting and 10.52% after the aforementioned capital reduction.
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 18 and 22 July 2011, the company bought a total of 459,000 shares (corresponding to 0.1769% of the company’s share capital) on the automated share market at an average price of €2.32612 per share, for a total of €1,067,691.86, in the context of the authorisation of the company’s AGM, held on 21st 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 18/07/2011 105,000 2.26996 19/07/2011 100,000 2.30395 20/07/2011 125,000 2.32025 21/07/2011 60,000 2.37453 22/07/2011 69,000 2.41229

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 18,850,101 of the company’s shares (or 7,2660% of the share capital). A further 4,517,486 shares are hold by the subsidiary Mondadori Internarional S.A.
Consequently, as of today the total number of shares held now amounts to 23,367,587 (or 9.0073% of the share capital).

***

It should be noted that the Shareholders on 21st April 2011 authorised the buy back of a further 16,546,887 company shares, with respect to a total of 22,367,587 shares, already held, either directly or indirectly on the date of the authorisation issued by the AGM, permitting the attainment of the 15% limit on the existing share capital established by the Shareholders.
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 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.
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 11 and 15 July 2011, the company bought a total of 541,000 shares (corresponding to 0.2085% of the company’s share capital) on the automated share market at an average price of €2.28219 per share, for a total of €1,234,666.71, in the context of the authorisation of the company’s AGM, held on 21st 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 11/07/2011 110,000 2.22902 12/07/2011 106,000 2.24066 13/07/2011 80,000 2.32952 14/07/2011 120,000 2.30891 15/07/2011 125,000 2.30827

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 18,391,101 of the company’s shares (or 7.0890% of the share capital). A further 4,517,486 shares are hold by the subsidiary Mondadori Internarional S.A.
Consequently, as of today the total number of shares held now amounts to 22,908,587 (or 8.8304% of the share capital).

***

It should be noted that the Shareholders on 21st April 2011 authorised the buy back of a further 16,546,887 company shares, with respect to a total of 22,367,587 shares, already held, either directly or indirectly on the date of the authorisation issued by the AGM, permitting the attainment of the 15% limit on the existing share capital established by the Shareholders.
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 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.

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 22 and 26 February 2010, the company bought a total of 390,000 shares (corresponding to 0.15033% of the company’s share capital) on the automated share market at an average price of € 2.74347 per share, for a total of € 1,069,954.70, in the context of the authorisation of the company’s AGM, held on 29 April 2009 (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 22/02/2010 70,000 2.77189 23/02/2010 80,000 2.74986 24/02/2010 80,000 2.72590 25/02/2010 80,000 2.73052 26/02/2010 80,000 2.74275

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 17,850,101 of the company’s shares (or 6.88051% of the share capital).

The subsidiary Mondadori International S.A. helds a further 4,517,486 shares (corresponding to 1.7413% of the share capital).

Consequently, as of today the total number of shares held now amounts to 22,367,587 (or 8.62183% of the share capital).

***

It should be noted that the authorisation issued by the Shareholders 2009 limits the purchase of the company’s own shares to a maximum of 10% of the share capital, taking account of the shares already held in the portfolio by both the company and its subsidiaries. Given that 10% of the company’s share capital amounts to 25,942,983 ordinary shares and that the company, on the date of the authorisation issued by the AGM already held, either directly or indirectly through the subsidiary Mondadori International S.A., a total of 20,097,587 shares, the Shareholders consequently authorised the eventual buy back of an additional maximum of 5,845,396 ordinary shares, corresponding to 2.253% of the share capital.

The authorisation will expire on the approval by the AGM of the company’s accounts for the year to 31 December 2009.

In line with the Shareholders’ authorisation, buy backs are 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.

It should also be noted that acquisition operations has been conducted in line with the norms foreseen by the EU regulation 2273/2003; in terms of daily volumes the company did 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.

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 with the approval of the Annual Report for the year to 31 December 2009, authorisation already granted by the AGM of 29 April 2009, which had defined a limit of up to 10% of the share capital.

The Annual General Meeting of the Shareholders, scheduled for 27 April 2010 (or 28 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 for the exercise of options for the purchase of shares assigned to participants in the stock option plans put in place by the Shareholders;

– use company shares, either bought or in the portfolio, for the exercise of rights, also conversion rights, deriving from financial instruments issued by the company, its subsidiaries or third parties;

– use company shares, either bought or in the portfolio, as part or whole payment in any eventual acquisitions or equity investments that fall within the company’s stated investment policy;

– take advantage, where and when considered strategic for the company, of investment opportunities, also in relation to available liquidity.

• Duration

The validity will extend to the approval of the Annual Report for the financial year 2010.

• Cap on the number of shares that may be bought

The proposed new authorisation relates – also in consideration of the increase in the number of shares that may be bought introduced by current legislation – a limit of 15% of the company’s share capital, taking account of the shares already held in the portfolio by both the company and its subsidiaries.

In particular, given that 15% of the company’s share capital corresponds to 38,914,474 shares and that the company currently holds, either directly or indirectly a total of 22,207,587 of its own shares, corresponding to 8.56% of the share capital, the new authorisation would give the Board the faculty to buy back a further 16,706,887 ordinary shares, corresponding to 6.44% of the share capital (taking account also of any eventual reduction resulting from further acquisitions made in the context of the current Shareholders’ authorisation).

• 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.

Arnoldo Mondadori Editore S.p.A. has today announced that, in the period between 15 and 19 February 2010, the company bought a total of 1,035,000 shares (corresponding to 0.39895% of the company’s share capital) on the automated share market at an average price of € 2.73130 per share, for a total of € 2,826,899.35, in the context of the authorisation of the company’s AGM, held on 29 April 2009 (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 15/02/2010 200,000 2.68858 16/02/2010 205,000 2.70299 17/02/2010 210,000 2.74544 18/02/2010 210,000 2.76253 19/02/2010 210,000 2.75427

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 17,460,101 of the company’s shares (or 6.73018% of the share capital).

The subsidiary Mondadori International S.A. helds a further 4,517,486 shares (corresponding to 1.7413% of the share capital).

Consequently, as of today the total number of shares held now amounts to 21,977,587 (or 8.47150% of the share capital).

***

It should be noted that the authorisation issued by the Shareholders 2009 limits the purchase of the company’s own shares to a maximum of 10% of the share capital, taking account of the shares already held in the portfolio by both the company and its subsidiaries. Given that 10% of the company’s share capital amounts to 25,942,983 ordinary shares and that the company, on the date of the authorisation issued by the AGM already held, either directly or indirectly through the subsidiary Mondadori International S.A., a total of 20,097,587 shares, the Shareholders consequently authorised the eventual buy back of an additional maximum of 5,845,396 ordinary shares, corresponding to 2.253% of the share capital.

The authorisation will expire on the approval by the AGM of the company’s accounts for the year to 31 December 2009.

In line with the Shareholders’ authorisation, buy backs are 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.

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 8 and 12 February 2010, the company bought a total of 845,000 shares (corresponding to 0.32571% of the company’s share capital) on the automated share market at an average price of €2.63538 per share, for a total of €2,226,900.15, in the context of the authorisation of the company’s AGM, held on 29 April 2009 (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 08/02/2010 80,000 2.63072 09/02/2010 175,000 2.63247 10/02/2010 185,000 2.60498 11/02/2010 200,000 2.66217 12/02/2010 205,000 2.64100

Following these operations and taking account of the shares already in the portfolio, Arnoldo Mondadori Editore S.p.A. now directly holds 16,425,101 of the company’s shares (or 6.33123% of the share capital).

The subsidiary Mondadori International S.A. helds a further 4,517,486 shares (corresponding to 1.7413% of the share capital).

Consequently, as of today the total number of shares held now amounts to 20,942,587 (or 8.07254% of the share capital).

***

It should be noted that the authorisation issued by the Shareholders 2009 limits the purchase of the company’s own shares to a maximum of 10% of the share capital, taking account of the shares already held in the portfolio by both the company and its subsidiaries. Given that 10% of the company’s share capital amounts to 25,942,983 ordinary shares and that the company, on the date of the authorisation issued by the AGM already held, either directly or indirectly through the subsidiary Mondadori International S.A., a total of 20,097,587 shares, the Shareholders consequently authorised the eventual buy back of an additional maximum of 5,845,396 ordinary shares, corresponding to 2.253% of the share capital.

The authorisation will expire on the approval by the AGM of the company’s accounts for the year to 31 December 2009.

In line with the Shareholders’ authorisation, buy backs are 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.

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.