2018

Giallozafferano, the point of reference for Italians in the kitchen, with 6.6 million unique users every month (source: Audiweb), over 6 million fans on Facebook and more than 600,000 readers for its printed magazine, from today will “speak” to its community also on  “Google Home, the voice-activated smart speaker recently launched in Italy by Google.

The Mondadori Group brand will consequently be available through Google Assistant across all compatible devices: Android and iOS smartphones and tablets, and Google Home and Google Mini smart speakers.

With Google Home it is possible to interact with the digital cooking assistant of Giallozafferano, that will establish a pleasant and friendly natural conversation with the user: all you have to do is call the assistant with a simple vocal command “OK Google, let me talk to Giallozafferano” to get the help you need in the kitchen. The secret lies in the innovative step-by-step function, in which a voice will accompany the user through each step of the preparation of the dish – using the vocal commands “back”, “repeat” or “forward” – making it possible even for inexperienced cooks to follow the recipe and  produce a perfect result without mistakes.

In fact, the  step-by-step function makes it possible to complete each phase of the preparation, interrupting when necessary, and starting again from where you left off. All by using the simple vocal “OK Google, ask Giallozafferano to start cooking again”; a particularly useful feature for dishes that require a long preparation.

With Giallozafferano’s new Action on Google,  you can choose a recipe, from a selection of over 4,500 available, with “OK Google, ask Giallozafferano for the recipe for tiramisù”, or run through the list of ingredients with the command “OK Google, tell me the ingredients”.

The new service offers a range of functions also to users accessing Giallozafferano from a smartphone or tablet, with even easier and more immediate usability thanks to the support of high-quality photos that make each stage even more intuitive and simple to complete.

This new project continues the brand strategy of Giallozafferano which, on the strength of the success of the web site from which a magazine was created that in just over a year has achieved an average monthly sale of 120,000 copies (source: ADS, March 2018), a series of books and a TV programme on Canale 5, can now count on an even more articulated multi-channel offer.

A special evening, at Pitti Uomo in Forence, to celebrate Iconic Club: a small and selected group of iconic product that have become part of the history of style, certified by ICON, the upscale male lifestyle title of the Mondadori Group, edited by Michele Lupi. And, on 12 Jun, the Iconic Club Party, at Le Pagliere in Florence, will bring together the brands that have created historic icons of style; objects which, over the years, have built around them authentic communities of admirers who are proud to wear, use and share them with other enthusiasts, conscious of belonging to a limited and exclusive group.

This is the philosophy of Iconic Club, which made its debut this year in the pages of Icon with a special editorial feature dedicated precisely to the stories of such icons: from the enduring legend that is the Vespa Piaggio or the Land Rover Defender in the automotive sector, to items of clothing that have become imprinted in the collective memory of universal style, such as the Fay 4 Ganci or Levi’s 501 jeans, the Baracuta G9 Harrington Jacket to the Valstar Valstarino, or the mythical Persol 714 sunglasses and the Montblanc Meisterstück fountain pen. Behind every one of these symbols there is much more than a simple product, but an account of an original story that has developed over time to create a status symbol in terms of style.

“The inspiration – says editor Michele Lupi – came to us from the many clubs of motorcycle and car enthusiasts. With the editorial team we decided to apply the same concept – made up of communities of aficionados who come together at ad hoc events around the country to exchange information across specially created social media platforms etc, also for the world related to style and fashion.”

For the first time, the Iconic Club Party on 12 June will bring together the Iconic Club brands from the pages of the magazine in an evening event in the centre of Florence in an exhibition that covers the history of each individual product. A show perfectly integrated with the environment of Le Pagliere with big posters celebrating the icons of style that are the protagonists of the event, with historic photographs of the partner brands, taken form the archives.

This special event will be animated by a live-set by Nicky Siano, a pioneer of dance music and the legendary first resident DJ at Studio 54, the Manhattan disco which, at the end of the 1970s, was frequented by a pantheon of the international jet-set, including Elizabeth Taylor, Liza Minnelli, Andy Warhol, John Travolta, Michael Jackson, Elton John and many more.

The evening’s beverage partner will be Belvedere Vodka, the world’s leading luxury vodka, which has created especially for the occasion two Signature Cocktails, the Belvedere Iconic Club and the Belvedere Pink Icon, the official cocktails for the event along with Belvedere Ruby Tonic.

To mark the Pitti Immagine Uomo 94, the June issue of Icon, like that of last January, will enjoy a special distribution on the platforms of the high-speed trains running between Milan and Florence, in the lounge areas of 4 and 5 star hotels in Florence, and to opinion leaders and international buyers at Pitti.

Companies have responded enthusiastically to the lively and exciting proposal of Icon and given the advertising company Mediamond an extraordinary result for the June issue, which has recorded a 60% in sales compared with last year.

Donna Moderna, the magazine edited by Annalisa Monfreda, presents a project called Atlete: stories of female sports professionals who – despite many sporting successes – are relegated by Italian regulations to amateur roles with a marginal image, also among the general public. From winter to team sports, and from swimming to disciplines generally considered more male, such as football, car racing and boxing, their stories stand out for their strength and determination and a capacity to enter the collective imagination and bring honour and acclaim to the country.

“In the great chorus with which in 2018 we are giving voice to “Donne come noi” (Women Like Us), which looks at women who are making headway gaining space in society, we felt that athletes deserved a special mention,” explained Annalisa Monfreda, editor of Donna Moderna. “They are the pioneers of female empowerment, as they continuously challenge the limits of their bodies and the society in which they live. And yet, despite this, they still face disparity with the other half of the sky, a disparity that is even written into the rules!”

Atlete (www.donnamoderna.com/atlete/) is an online long-form response in 25 chapters, that will be published weekly, each of which – with video, photos and text – will tell the story of an outstanding sportswoman or group of sportswomen – that are representative of a universe, a specificity or a particular battle. Some examples: Eleonora Piacezzi, 23, is one of the brightest hopes of Italian women’s football. She plays for the national team and the Cuneo women’s team but she is still obliged to work part-time in her family’s greenhouse business in Liguria, and to train twice a week on her own and another twice a week in the evenings, after driving many kilometres by car to join her team-mates. Or Nataliya Shudruk and her team-mates of the Lobsters Pescara (a female American football team, a sport that in Italy has fewer then 100 participants) who in order to find the resources they need to participate in the championship had to organise a crowdfunding initiative and a self-produced calendar.

Atlete is also a series of 6 reportage article, published once a month in print, with outstanding photographs by Ugo Zamborlini and written by Gianluca Ferraris and Barbara Rachetti. And, from 15 June, an 8-part podcast, produced by Piano P, each of which telling a story in the voices of journalists, the protagonist and background sounds, along with audio extracts from the competitions.

The story continues also on social channels, using the hashtag #Atlete to share the project with the entire community of the Donna Moderna brand: the video interviews of Atlete will be available on YouTube and posted natively on Facebook and Instagram.

A record number of visitors for the INTERNI HOUSE IN MOTION exhibition at the 2018 FuoriSalone. From 16 to 28 April, in the courtyards of the Università degli Studi di Milano, at the Orto Botanico di Brera and the Audi City Lab in Corso Venezia 11 (the former Seminario Arcivescovile), where, for the second year in a row, the magazine extended the reach of its urban animation, there was a more than 60% increase in visitors compared with the 2017 edition, reaching close to 400,000 at the three locations.

Marking the 20^th year of the exhibition, 32 projects were presented, of which 18 installations and 14 design islands, with the contribution of 2 co-producers (Audi and Eni gas e luce), 32 partner companies, 4 institutions (Regione Umbria, Regione Puglia, Apex Brasil, Orticola di Lombardia), and 40 designers (including architectural studios, architects, designer, artists, as well as a specialist school). The installations, along with numerous conferences and talk shows, two concerts and two theatre shows, a workshop and design prize, created a varied mosaic of styles and visions and opportunities for exchange that attracted hundreds of thousands of people.

At the Università degli Studi di Milano attracted some 220,000 visitors, the Orto Botanico di Brera 80,000 and 80,000 also visited the Audi City Lab in Corso Venezia 11, a total of 380,000 people. Among these, over 750 were Italian and foreign journalists who gave to INTERNI HOUSE IN MOTION an exceptional level of media coverage, in national newspapers, and on radio and television, as well as specialist and mass market titles, and guaranteeing a continuous presence on leading social media channels and the web.

As a result, the INTERNI exhibition confirms it position as the  representative event of the FuoriSalone thanks to the high design and cultural level of the installations, the brands involved – all of which recognised at the Italian and international level – and the inclusion of smaller players that likewise demonstrated an remarkable capacity to present content of the highest level.

This extraordinary response, both in terms of audience and media visibility, is a clear demonstration of the absolute leadership of the magazine edited by Gilda Bojardi in the professional living segment and design system communication.

Credits ph: Saverio Lombardi Vallauri

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Interim Management Statement at 31 March 2018[1] presented by CEO Ernesto Mauri.

GROUP PERFORMANCE IN FIRST QUARTER 2018

The Group’s performance in first quarter 2018 was affected by the trends of the relevant markets: growth of books on the one hand, a continuing decline in magazines on the other.

Consolidated revenue amounted to approximately € 253.4 million, down by 6.7% versus € 271.6 million in the prior year, due mainly to the performance of the Magazines areas, affected by the acceleration of the negative trends of the relevant markets, in terms of both circulation and advertising, and by a different timing of a number of initiatives. Revenue from the Books Area grew by 1%, driven in particular by the positive performance of the Educational area.

Adjusted EBITDA in first quarter 2018 amounted to € 0.5 million (versus € 4 million in first quarter 2017) – the drop referring to Magazines Italy (down by € 4.4 million) where the ongoing actions to cut operating and structural costs only partly mitigated the decline in revenue triggered by the trend of the traditional markets.

Additionally, the different timing of a number of initiatives (related mainly to events) versus the prior year increased the decline even further. The Books Area, instead, reported a sharp rise, thanks to further operating efficiencies arising from the integration of Rizzoli Libri, and to lower logistics costs following the outsourcing process completed in 2017.

Consolidated EBITDA (down from € 2.3 million to € -3 million) reflects the operating drop, amplified by higher restructuring costs in the quarter versus the same period of 2017, attributable again to the performance of Magazines Italy.

Consolidated EBIT at 31 March 2018 came to € -10.7 million versus € -5.6 million at 31 March 2017, and includes amortization, depreciation and impairment losses of € 7.7 million, down versus € 8 million in the prior year.

The consolidated result before taxes came to € -14.9 million versus € -9.5 million at 31 March 2017, and included:

• the sharp drop in financial charges (from € 3.4 million to € 1.5 million), as a result of an average interest rate that has more than halved versus the prior year (from 4.86% to 2.19%), and of a lower average net debt;
• a negative performance by associates (consolidated at equity), down from
  € -0.5 million to € -2.8 million, due in particular to Mach2 Libri, active in the distribution of books in the Large Retailers channel and put into liquidation on 15 March 2018.

The net result came to € -13.6 million versus € -9.2 million at 31 March 2017.

The Group’s net financial position at 31 March 2018 stood at € -221.9 million, improving by 22.5% versus € -286.2 million at 31 March 2017, as a result of the Group’s positive cash generation from ordinary operations of € 64.9 million.

At 31 March 2018, cash flow from operations in the last twelve months came to a positive
€ 85.3 million; cash flow from ordinary operations (after outlays for financial charges, management of investments and taxes for the period) came to € 64.9 million, confirming the path of improvement of the Group’s business and financial performance.

The cash flow from extraordinary operations came to € -0.7 million.

At 31 March 2018, Group employees amounted to 3,035 units, down by 5.6% versus 3,214 units at 31 March 2017, as a result of the disposal of the logistics activities in May 2017, and of the ongoing restructuring and efficiency improvement measures involving each of the Group’s business areas. Net of the outsourcing of logistics, the drop would amount to 2.6%.

BUSINESS OUTLOOK

In light of the current relevant context and the results achieved in the first months of the year, the forecasts on 2018, on a like-for-like basis, previously disclosed to the market, can be reasonably confirmed: a slight drop in consolidated revenue; adjusted EBITDA basically steady; profit down versus 2017, which had included positive non-recurring items, and cash flow from ordinary operations forecast in a range between € 55-60 million, improving from the previous forecast of € 50 million.

BUSINESS AREAS

• BOOKS

The Trade Books market in the first three months of the year grew by +4.1%[2], due also to the time gap of the Easter holidays from the corresponding period of 2017. At April, the market grew by approximately 1%.

Against this backdrop, Mondadori Libri retained its market leadership position with an overall 27.7% share in Trade[3].

In the period under review, the Group holds the top three positions in the ten bestselling books in terms of value, and has placed a total of eight titles in the ranking: Quando tutto inizia by Fabio Volo (Mondadori); Storie della buonanotte per bambine ribelli 2 by Francesca Cavallo and Elena Favilli (Mondadori); Origin by Dan Brown (Mondadori); Il morso della reclusa by Fred Vargas (Einaudi); Storie della buonanotte per bambine ribelli by Francesca Cavallo and Elena Favilli (Mondadori); Darker. Cinquanta sfumature di nero raccontate da Christian by E. L. James (Mondadori); Sono sempre io by Jojo Mojes (Mondadori) and La grande truffa by John Grisham (Mondadori).

Revenue in first quarter 2018 amounted to € 73.4 million, up by 1% versus € 72.6 million in the same period of 2017, driven by the positive performance of school textbooks in the Educational Area and by the management and organization of Mondadori Electa exhibitions.

In Trade, revenue in the first three months fell by 7% versus the same period last year, due mainly to the continued strategy of selective production of new titles, aimed at increasing profitability, and to the drop affecting the Large Retailers channel where the Group holds a significant market share.

Adjusted EBITDA of the Books Area came to € -0.8 million, improving significantly versus      € -2.9 million in the same period last year, as a result of further operating efficiencies arising from the integration of Rizzoli Libri, of the management streamlining process undertaken in recent years, relating in particular to the reduction in published titles and relating average number of copies, and of lower logistics costs following the outsourcing process completed in 2017.

EBITDA amounted to € -1 million, confirming the above growth versus the prior year (€ -3.1 million at 31 March 2017).

• RETAIL

In the first three months of the year, the Retail Area posted revenue of € 43.2 million, up by 0.9% versus the same quarter of the prior year (€ 42.9 million), with Books growing by 3.6% (approximately 82% of total revenue), thanks also to the friendly schedule which in 2018 included sales made during the Easter holidays.

The analysis by channel shows the following:

• a 4% increase by directly-managed bookstores, driven by the positive performance of Books (+2.5% on a like-for-like basis in terms of stores);
• a 7% drop by Megastores, due not only to the shrinking sales in Consumer Electronics, but also to the closure of the Palermo and San Pietro all’Orto stores (+5%, considering the sale of books alone, on a like-for-like basis in terms of stores);
• a 5% increase by Franchised bookstores;
• a 10% growth by the online channel;
• a drop by the book clubs, in line with last year’s trend.

In the first three months of the current year, Mondadori Retail improved its adjusted EBITDA to reach € -1.9 million versus € -2.1 million at 31 March 2017, driven by the first results of the rationalization project regarding directly-managed stores, despite the targeted reduction in consumer electronics product sales.

EBITDA came to € -2.1 million, rebounding sharply versus the three months of 2017 (€ -2.9 million), as a result of lower restructuring costs.

• MAGAZINES ITALY

In the first quarter of the year, the magazine market in Italy fell sharply both in terms of circulation[4], with particular regard to the sale of add-on products, and of advertising[5].

Against this backdrop, revenue from Magazines Italy amounted to € 70.2 million, down by 13.6% versus € 81.2 million in the same period of 2017. Specifically:

• circulation revenue lost 8.4%, performing slightly better than the relevant market (newsstands and subscriptions);
• advertising revenue (print + web) fell by 11.6%; web advertising sales were steady versus first quarter 2017, while print sales also reflect the different timing of a number of initiatives linked to local-based events (the Panorama d’Italia tour in particular);
• revenue from add-on products dropped sharply (approximately -30%) versus the same period of 2017;
• Press-Di distribution and revenue towards third parties was basically steady versus the prior year (-0.8%).

The Mondadori Group retains its market leadership position in the period, with a 30.8% share in terms of value^[6]. The unique audience reached 17.6 million users/month^[7], up by 7% versus first quarter 2017, making the Mondadori Group, once again, Italy’s top traditional publisher also in the digital business.

Adjusted EBITDA in the Magazines Italy Area closed with a negative trend at € 2.1 million versus € 6.6 million in first quarter 2017, due mainly to the drop in revenue triggered by the trend of the relevant markets, only partly alleviated by the ongoing cost actions, and to the different planning of a number of initiatives. The digital area continued to improve and confirmed the increase in adjusted EBITDA also in the reporting period.

The Area’s reported EBITDA (€ -0.8 million from € 6.5 million) deteriorated further, due to the higher restructuring costs in the period from the necessary accelerated structural reduction process.

• MAGAZINES FRANCE

In first quarter 2018, revenue from Mondadori France amounted to € 75.6 million, down by 6.3% versus € 80.7 million in the same period of 2017.

Specifically:

• circulation revenue (75% of the total) posted a –6% drop versus the previous year;
• advertising revenue was down by an overall -9.2% versus the same period of 2017: print (86% of total advertising revenue), fell by 2%, less than the relevant market trend[8].

Adjusted EBITDA came to € 3.3 million, down from € 3.6 million in the first three months last year. Net of the contribution in first quarter 2017 of NaturaBuy (sold in May 2017), the result was basically steady, thanks to the effective actions launched in 2017 to contain industrial costs, and to the reorganization of the advertising and digital teams that started to produce benefits, fully offsetting the decline in revenue triggered by the trend of the markets.

Reported EBITDA amounted to € 3.2 million, up by approximately 7% versus first quarter 2017, as a result of lower restructuring costs incurred.

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

As announced on 24 April 2018, the Ordinary Shareholders’ Meeting appointed the Board of Directors, composed of 14 members, and the Board of Statutory Auditors, who will remain in office for three years until the approval of the financial statements for the year ending 31 December 2020.

On 2 May 2018, an agreement was concluded on the transfer to HCI Holding of 100% of the share capital of Inthera S.p.A., specialized in strategy, planning and development of content & data driven marketing solutions, CRM, database analysis and management.

The Board of Directors of Arnoldo Mondadori Editore meeting today also reviewed the binding offers received from European Network on the acquisition of the weeklies Tustyle and Confidenze.
The Board concurrently resolved to authorize the CEO to carry out the activities for completing the transaction, which falls into the repeatedly announced strategy of focusing the product portfolio on core brands with greater profitability and multi-channel development potential.

The documentation relating to the presentation of the results at 31 March 2018, is made available through the authorized storage mechanism 1Info (www.1info.it) and in the Investors section of the Company’s website www.gruppomondadori.it.

The Interim Management Statement at 31 March 2018 will be made available at the Company’s registered office, on the authorized storage mechanism (www.1Info.it) and in the Investors section of the Company’s website www.gruppomondadori.it by the end of today.

PUBLICATION OF THE MINUTES OF THE SHAREHOLDERS’ MEETING

Arnoldo Mondadori Editore S.p.A. informs that the minutes of the Ordinary Shareholders’ Meeting held on 24 April 2018 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.gruppomondadori.it.

The Financial Reporting Manager – Oddone Pozzi – hereby declares, pursuant to art. 154 bis, par. 2, of the Consolidated Finance Law, that the accounting information contained herein corresponds to the Company’s records, books and accounting entries.

Annexes (in the pdf file):

1. Consolidated balance sheet;
2. Consolidated income statement;
3. Group cash flow;
4. Glossary of terms and alternative performance measures used.

[1] Beginning from 1 January 2018 (and to provide a consistent presentation, also for 2017), the Group has adopted the new IFRS 15 – Revenue from Contracts with Customers – revenue recognition standard, which applies to all contracts stipulated with customers, with the exception of those that fall within the scope of application of other IAS/IFRS standards such as leases, insurance contracts and financial instruments. The new IFRS 15 presents revenue and costs differently, with no effect on EBITDA. Beginning from 2018, the result generated by associates (consolidated at equity), previously classified in adjusted EBITDA, is shown under EBIT; for consistency, 2017 has been reclassified accordingly

[2] Source: GFK, March 2018, figures in terms of value

[3] Source: GFK, March 2018, figures in terms of value

^[4] -9.3% in terms of value (Internal source: Press-Di, cumulative figures at February 2018 newsstands + subscriptions)

^[5] -11% (Source: Nielsen, cumulative figures at March 2018)

^[6] Internal source: Press-Di, cumulative figures at March 2018 newsstands + subscriptions

^[7] Source: Audiweb, January-February 2018 average figure

^[8] (-9.9%. Kantar Media, cumulative figures in terms of value at February)

Camilla Boneschi, Francesco Bozzi, Susanna Ciucci, Valerio Fidenzi, Giulia Masci Ametta, Linda Poncetta, Luca Scolari and Anna Spinelli: these are the young talents selected by the publishing houses of the Mondadori Group as part of the Millennial Editors project.

Launched in February, the project offered a unique opportunity to 8 recent graduates  under-30 in order to gain work experience in the publishing world, after being chosen on the basis of an outstanding curriculum and a deep passion for books and reading.

All of the aspiring editor were subjected to a rigorous recruitment process and selected from over 4,200 applications, received by the Mondadori Group during the month the project was launched with an announcement on the Monster Italia web site.

Following an initial selection phase based on qualifications and experience, 81 candidates were given the possibility to participate in an Edithon: a full day at the Palazzo Mondadori, in which the candidates met the leading figures from each of the Group’s publishing houses and could demonstrate their skills through individual and group tests.

8 Millennial Editors stood out among them and, starting from this month, will start a two-year apprenticeship at Mondadori, Einaudi, Rizzoli, BUR, Sperling & Kupfer, Mondadori Education and Rizzoli Education.

This will give them the chance to make their dream come true and to learn how to become an editor, by interacting and cooperating with all of the colleagues and other protagonists in the book production chain, starting from the authors.

The #MillennialEditors project has also offered an opportunity to discuss and share with young people on social media some of the fundamental aspects of what it means to be a professional editor: videos, photos, “stories” and special content that have recorded a total of over 280,000 views on the Facebook, Instagram, Twitter and LinkedIn profiles of the Mondadori Group.

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 2017 and reviewed the 2017 consolidated financial statements of the Mondadori Group, which show a profit of 30.4 million euro, improving versus the like-for-like result of 2016 (22.5 million euro).

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2017, as disclosed to the market last 13 March 2018.

In accordance with the proposal of the Board of Directors, the Shareholders’ Meeting resolved to fully allocate profit for the year at 31 December 2017 (30,417,414.68 euro) to the Extraordinary Reserve under “Other reserves and profit/loss carried forward”, prior to allocation of 105,482.42 euro to the Legal Reserve.

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

APPOINTMENT OF THE BOARD OF DIRECTORS
The Meeting appointed the new Board of Directors; the 14 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2020.

The Board was elected on the basis of the lists submitted by the shareholder Fininvest S.p.A., holder of 53.299% of the share capital for a total of no. 139,355,950 shares, and by a grouping of shareholders formed by asset management companies and institutional investors holding a total of no. 8,065,686 shares, equal to 3.084% of the share capital.

The members of the new Board of Directors are:

• Marina Berlusconi (Chairman), Ernesto Mauri, Pier Silvio Berlusconi, Oddone Maria Pozzi, Paolo Guglielmo Ainio, Elena Biffi, Francesco Currò, Martina Forneron Mondadori, Danilo Pellegrino, Roberto Poli, Angelo Renoldi, Mario Resca, Cristina Rossello (from the majority list submitted by the shareholder Fininvest S.p.A.);
• Patrizia Michela Giangualano (from the minority list submitted by a group of shareholders formed by asset management companies and institutional investors).

The majority list gained 69.245% of votes.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., convened at the end of the Meeting and chaired by Marina Berlusconi, confirmed Ernesto Mauri as CEO, vesting him with the relevant powers of management.

In accordance with the provisions of the Corporate Governance Code for Listed Companies, Ernesto Mauri was identified as “Director in charge of the internal control and risk management system”.

Directors Elena Biffi, Angelo Renoldi, Cristina Rossello and Patrizia Michela Giangualano declared that they met the independence requirements set out in art. 148, par. 3, of Legislative Decree No. 58/1998 and in the Corporate Governance Code for Listed Companies.

Director Martina Forneron Mondadori declared that she met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998.

The composition of the Board of Directors complies with the provisions on gender equality set out in art. 147-ter, par. 1-ter, of Legislative Decree no. 58/1998.

The Board of Directors also appointed the members of the following Committees, in compliance with the principles established by the Corporate Governance Code for Listed Companies adopted:

• Control and Risk Committee: Cristina Rossello, as Chairman (independent); Angelo Renoldi (independent); Patrizia Michela Giangualano (independent);
• Remuneration and Appointments Committee: Angelo Renoldi, as Chairman (independent); Cristina Rossello (independent); Elena Biffi (independent);
• Committee for Related Parties Transactions: Angelo Renoldi, as Chairman (independent); Cristina Rossello (independent); Elena Biffi (independent).

The Board also confirmed, until expiry of its term, therefore, until approval of the financial statements for the year ending 31 December 2020:

• Cristina Rossello as Lead Independent Director;
• Oddone Maria Pozzi as Financial Reporting Manager.

The executive Directors are: Marina Berlusconi, Ernesto Mauri, Oddone Pozzi and Mario Resca.

The CVs of the members of the new Board of Directors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

APPOINTMENT OF BOARD OF STATUTORY AUDITORS
The Shareholders’ Meeting also appointed the Board of Statutory Auditors, composed as follows:

• Sara Fornasiero as Chairman (elected based on the minority list submitted by a group of shareholders formed by asset management companies and institutional investors);
• Ezio Simonelli and Flavia Daunia Minutillo as Standing Auditors (elected based on the majority list submitted by the shareholder Fininvest S.p.A.);
• Francesco Vittadini and Annalisa Firmani as Alternate Auditors (elected based on the majority list submitted by the shareholder Fininvest S.p.A.);
• Mario Civetta as Alternate Auditor (elected based on the minority list submitted by a group of shareholders formed by asset management companies and institutional investors).

The majority list gained 85.558%of votes.

The Chairman of the Board of Statutory Auditors, Sara Fornasiero, declared that she met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998 and in the Corporate Governance Code for Listed Companies.

Standing Auditors Flavia Daunia Minutillo and Ezio Simonelli declared that they met the independence requirements set out in art. 148, par. 3, of Legislative Decree no. 58/1998.

The composition of the Board of Statutory Auditors complies with the provisions on gender equality set out in art. 148, par. 1-bis of Legislative Decree no. 58/1998.

The CVs of the members of the Board of Statutory Auditors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

REMUNERATION REPORT
The Meeting approved Section One of the Remuneration Report on the policy adopted for 2018 regarding remuneration to directors and key management personnel.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 27 April 2017, the Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The 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. 920,000 treasury shares, equal to 0.352% of the share capital.

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

1. 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.

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.

• 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 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.

4. Duration

The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2018, while the authorization to sell is granted to last for an unlimited period.

2018-2020 PERFORMANCE SHARE PLAN

The Shareholders’ Meeting convened today approved, pursuant to art. 114-bis of Legislative Decree no. 58 of 24 February 1998, the establishment of the 2018-2020 Performance Share Plan intended for the CEO, the CFO – Executive Director and for certain Managers chosen by the Company, in compliance with the conditions previously disclosed to the market on 13 March 2018, pursuant to art. 84 bis, par. 1, of Consob Regulation no. 11971/1999.

For details on the 2018-2020 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.

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

The Board of Directors, meeting today at the end of the Shareholders’ Meeting, based on the declarations made by the directors and the information available to the Company, also confirmed that the independence requirements set out in Legislative Decree 58/1998 and in the Corporate Governance Code for Listed Companies of directors Elena Biffi, Cristina Rossello, Angelo Renoldi, Patrizia Giangualano and Martina Forneron Mondadori were met; director Martina Forneron Mondadori, despite having held her position for over nine years, met all of the further requirements set out in the Corporate Governance Code for Listed Companies.

The Board, based on the declarations made by the statutory auditors and the information available to the Company, also confirmed that the independence requirements set out in Legislative Decree 58/1998 and in the Corporate Governance Code for Listed Companies of the members of the Board of Statutory Auditors were met.

From tomorrow a new Mondadori Bookstore will be open in Rome, at the AURA shopping mall, the large shopping hub opened in the Valle Aurelia area, just a short distance from the Vatican City.
With more than 15,000 titles on sale and an offer of events ranging from meetings with leading protagonists from the world of books and music to children’s workshops, the new Mondadori bookshop will be a point of reference for readers and visitors to the centre and place to discover a world of culture and emotions.

This new opening takes the number of outlets in the Mondadori Store network in the Rome area to 23, a level of coverage that confirms the Mondadori Group chain’s position as the most extensive bookshop chain in Italy, able, through its more than 600 stores, to serve over 20 million customers every year.

The new Mondadori Bookstore, located in a position close to the main entrance to the Aura shopping mall, is spread over an area of 300 square metres, where customers can find the latest book releases in fiction, non-fiction, classics and  graphic novels, an area for children and teenagers with books and toys, a sector for music and films, the best stationery products, gift boxes, and a corner dedicated to the Kobo e-reader.
The store also offer the possibility of accessing a catalogue of more than 7 million books available online at Mondadoristore.it, thanks to Pick up point services, where customers can pick up in the store titles that they buy online; Order and collect, where they can order online and pick up in store; or Home delivery, where products ordered in the store can be delivered straight to the customer’s address.

Inside the bookshop there is also a Mondadori Café, with seating for 35 customers, open all day, from breakfast time until the evening cocktail hour, with healthy gourmet products, and special attention to the needs of children.

Among the first events planned at the store will be a number of appointments for children between the ages of 4 and 10: on 28 and 29 April and 5 and 6 May, from 10 am to 12.30 pm and from 3 pm until 7 pm the Mondadori Bookstore will host two workshops run by professional educators who, using physical and musical expression techniques, will facilitate integration, familiarity between the participants and group training in teamwork.

The Mondadori Bookstore project was designed by Studio Kallipigia Architetti. Mondadori Café was developed in collaboration with Cibiamogroup.

Special issue for Casabella that this month, on the occasion of the Milan Design Week, brings numerous exclusive contents at newsstands.

The latest 180-page issue of the Mondadori Group magazine, edited by Francesco Dal Co, that is a point of reference for architects around the world, includes an entire section dedicated to Milan, in particular to CityLife and the Fondazione Prada; an extensive feature on the 30^th anniversary of the production, by TECNO, of NOMOS, the celebrated table designed by Norman Foster; and, above all, a preview of images of the designs that make up the first National Pavilion of the Holly See at the 16^th International Biennale di Venezia, that opens on 25 May. The project, curated by Professor Francesco Dal Co, editor of Casabella, was inspired by the famous “Woodland Chapel”, built in 1920 by Gunnar Asplund in Stockholm’s Woodland Cemetery, and reinterpreted by a group of designers from around the world. The pavilion of the Holy See at the Biennale di Venezia is “diffused” and will involve the creation of eleven chapels on the island of San Giorgio, eleven different interpretations in the style and character of their creators that are translated into small sacred spaces thanks to the technical skills of the same number of Italian companies. The project will be officially presented on Wednesday 18 April, at the new headquarters of the Casabella Laboratorio, in Via Vigevano 8, in Milan.

The space, which is in the heart of Milan and hosts exhibitions, meetings and events, has recently moved to the Chipperfield studio, where its work continues also with training activities in collaboration with ProViaggiArchitettura, a company specialised in the organisation of architectural itineraries which, in 2017 alone, involved over 6,000 professionals from the sector. Conferences, tours, visits to construction and production sites, exhibitions, lectures and meetings, are just some of the activities included in the offer Casabella and ProViaggiArchitettura, and aimed at expanding the magazine’s cultural reach, in response to the needs of readers and the need to obligation, foreseen by professional bodies, to keep up to speed on developments in the sector.

Every month Casabella proposes ideas, designs, trends, floor plans, historic documents, as well as critical essays and reflections, for architectural professionals and lovers of e per design, as well as building and furniture designer who are interested in understanding and discovering contemporary architecture and how the culture of architecture is evolving.

For more information, please visit: casabellaweb.eu

Grazia celebrates 80 years of the magazine at the Milan design week, as part of the exhibition event House in Motion, with Infinity Hub_a wandering place, an installation designed by Diego Grandi that will host readers, visitors and exclusive events with big names from the worlds of cinema, entertainment and business.

The celebrations marking the 80^th anniversary of Grazia continue. In fact, on the occasion of the Milan Design Week and as part, the Mondadori Group magazine, that is an international point of reference, presents

Grazia’s Infinity Hub is inspired by the succession of arches along the portico of Largo Richini at the University of Milan, and suggests an evolving path where experience becomes a fundamental element of a journey that celebrates the 80th anniversary of the Mondadori Group magazine, an international point of reference for the world of fashion and a voice in current affairs.

The installation, in perfect harmony with the existing architecture, gives life to a free and open space that is connected to the outside, in which the materials, colours and furnishings create a pathway that is full of suggestions related to the idea of infinity, developed across three modular structures: Infinite Movement, an installation that doesn’t just look at glam, but also at sustainability, thanks to the collaboration of Pinko X Treedom, made up of rotating geometric shapes, suggesting a timeless dance; Infinite Power, developed with the lingerie brand Triumph, a potentially infinite interlocking structure that takes over the Largo Richini portico with a series of high-impact graphic elements: slogans, images and icons, that intertwine to represent women’s strength and cohesion; and Infinite Beauty, conceived in collaboration with the vegetable cosmetic brand Yves Rocher, which thanks to two circular rooms that provide a repeating and always different  image of the individual, invites us to look at ourselves from a multitude of different points of view and to ask ourselves what perception and image we have of our bodies.

Grazia’s Infinity Hub also has an area dedicated to talk and, starting on Tuesday 17 April between 6 and 7pm with a debate on the concept of empowerment with the editor of Grazia Silvia Grilli, the actress Carolina Crescentini and singer Noemi; followed on Friday 20 April between 6 and 7pm with a meeting focusing on sustainability during which the editor of Grazia will discuss with the chief executive and founder of Pinko Pietro Negra, the TV presenter Filippa Lagerback and radio presenter Paola Maugeri.

For more information: www.grazia.it