PRESS RELEASE

THE ICA GAVE CONDITIONAL APPROVAL TO MONDADORI-RCS LIBRI MERGER

The ICA gave conditional approval to the Mondadori-RCS Libri merger, with the obligation to sell Publishing House Bompiani and shares in Marsilio to buyers that however must be previously approved by the Authority. The ICA, headed by Giovanni Pitruzzella, issued ten “corrective measures” requiring compliance for the deal to receive final approval. In order to launch the operation, Mondadori must first appoint - both for Marsilio and Bompiani - a “trustworthy person responsible for controls”. Should the Publishing House not conclude a binding sales agreement within the term provided for by the measures with the omissis of law in the relevant regulation, “it shall give irrevocable and exclusive proxy to sell to a trustworthy person responsible for the sale”.

Besides the obligation to sell Bompiani and Marsilio, the ICA imposed the following measures aimed at stimulating competition in the publishing industry and book distribution sector; therefore, the Publishing House is obliged:

- to waive the option, preference and pre-emption clauses in contracts with authors, signed or to be signed by Mondadori and RCS Libri, as regards both Italian and foreign fiction and non-fiction books (with the exclusion of Marsilio, Sonzogno and Bompiani);

- to put the e-book catalogue at disposal of sale platforms requesting it;

- to put the catalogue at disposal of active and potential operators in the distribution of light non-fiction books to the large distribution;

- to comply with restrictions aimed at guaranteeing the presence and visibility of books of third party publishing houses in Mondadori’s sale network;

- to finance the next three editions of the Fair “Più Libri più Liberi”, providing 225,000 Euros for the organization and management of the event;

- to undertake not to worsen contractual terms applied to independent and chain bookstores;

- to donate books to schools and public libraries, detention centres and hospitals;

- to continue developing the project “In libreria per la classe” aimed at organizing activities and workshops in bookstores “to teach the pleasure of reading”;

- to inform the Italian Competition Authority concerning actions carried out “to give effective and complete implementation to the mandatory measures”.

Rome, 23 March 2016