Renewal of the authorization to purchase and sell treasury shares

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 2015, and reviewed the 2015 consolidated financial statements, which show a Group net profit of 6.4 million euro, net of the result from discontinued operations; consolidated net profit from continuing operations, net of minority interests, almost tripled versus 31 December 2014, and came to 15.1 million euro versus 5.3 million euro in 2014.

The Shareholders’ Meeting also resolved to fully cover the Parent Company’s loss for the year of 31,981,679.37 euro by using a corresponding amount of reserves, in accordance with the proposal made by the Board of Directors.

In his report, CEO Ernesto Mauri also presented the key figures on Group performance in 2015, as disclosed to the market last 17 March.

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

Given the approaching expiry of the previous authorization resolved on 23 April 2015, 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.

Over the period of the authorization approaching expiry, the Company did not purchase treasury shares either directly or indirectly through its subsidiaries.

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

  1. 1. Motivations

– to use the treasury shares purchased as compensation for the acquisition of interests within the framework of the Company’s investments;
– to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
– to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
– to sell treasury shares against the exercise of option rights for the relevant purchase granted to the beneficiaries of the Stock Option Plans established by the Shareholders’ Meeting.

  1. 2. 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. Considering that, as indicated above, the Company does not own, to date, treasury shares either directly or indirectly, the new authorization, therefore, grants the Board of Directors the power to purchase up to maximum no. 26,145,834 shares equal to 10% of the share capital.

  1. 3. Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases shall be made on the regulated markets pursuant to art. 132 of Legislative Decree n. 58/1998 and art. 144 bis, par. 1, letter B of Consob Regulation no. 11971/99 according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct matching of buy orders against predetermined sell orders, and also in compliance with any additional applicable regulations.

The minimum and maximum purchase price would 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 would be completed in compliance with the conditions established in EC Regulation no. 2273/2003. Specifically:

– the Company shall not purchase treasury shares at a price higher than the higher between the price of the latest single transaction and that of the highest single bid traded in the market;
– in terms of daily purchase volumes, the Company shall not purchase a quantity of shares higher than 25% of the daily average volume of Mondadori Editore S.p.A. shares traded in the regulated market in the 20 trading days preceding the dates of purchase.

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.

  1. 4. Duration

Until the Shareholders’ Meeting called to approve the financial statements at 31 December 2016 and, in any case, for a period not exceeding 18 months from the effective date of the resolution made by the Shareholders’ Meeting.

The Shareholders’ Meeting also approved Section One of the Remuneration Report on the policy adopted for 2016 regarding remuneration to directors and executive managers with strategic responsibilities.

The minutes of the Shareholders’ Meeting shall be made available according to the criteria and terms established by law.