Corporate

Mondadori Retail has signed a preliminary agreement with MA S.r.l., a company operating in the retail sector, for the acquisition of a 51% stake in the soon-to-be-established MA Retail S.r.l., owner of 10 bookstores.

The transaction will take effect from 1 December and will enable Mondadori Retail – which manages the largest network of bookstores in Italy, with over 500 stores – to further strengthen its directly managed retail network.
The acquisition forms part of the company’s broader growth strategy which – following four consecutive years of positive and steadily improving results – now complements organic growth with an external development initiative.

Mondadori Retail’s expansion plan – a strategic business for promoting reading and ensuring widespread distribution of books – will continue throughout 2026 with the opening of approximately 30 additional bookstores, both directly managed and franchised. These social and cultural hubs, dedicated to books and entertainment, will further enrich the offering in various Italian regions and high-potential urban centres.

The 10 bookstores acquired, already affiliated with the Mondadori Retail franchising network, are located across Italy under the brand name Mondadori Bookstore | MA, in Milan, Turin, Udine, Taggia (IM), Grosseto, Rome, Naples, Salerno, Sestu (CA), and Sassari. These stores embody a new contemporary and environmentally conscious bookstore concept, designed to combine culture with environment: eco-friendly, multimedia spaces inspired by the Japanese philosophy of MA, from which they take their name. 

The agreement also includes a call option in favour of the Mondadori Group company, which would allow it to increase its stake in MA Retail to 100% from 2030.

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2025, comprising the Independent Auditors’ report, is now available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Investors section).

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Half-Year Report at 30 June 2025 presented by CEO Antonio Porro.

“The results we have achieved during the first half of the year are in line with expectations and confirm our forecasts”, declared Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group. “This data reflects the general weakness recorded and expected on the trade book market in Italy, also due to the period publication, by all publishers, of fewer new successes than in the first six months of 2024”, Mr Porro, stressed. “We now look optimistically towards the second part of the year, during which we confirm our expectations for a progressive improvement in the scenario, already suggested by the market trend recorded in the four weeks of July, with growth of almost two percentage points compared with the same period of the previous year, such growth being driven by the performance of the Mondadori Group publishing houses”, Mr Porro concluded.

PERFORMANCE AT 30 JUNE 2025

During the first half of 2025 consolidated revenue came to € 389.5 million, highlighting slight growth (+0.6%) compared with the first half of the previous year (€ 387.2 million at 30 June 2024).
Like-for-like, due to the inclusion of Star Shop Distribuzione (from 1 February 2024), Chelsea Green Publishing (from 1 May 2024) and Fatto in casa da Benedetta (from 1 October 2024), the revenue declined slightly (-0.8%).

Adjusted EBITDA, equal to € 40.5 million, revealed substantial stability compared with the € 40.9 million at 30 June 2024, also thanks to the early restocking of Education Books top accounts.

The Group’s reported EBITDA amounted to € 39.2 million, down € 3.2 million compared to the first half of 2024, which had benefited, from lower restructuring costs and the release of some provisions for risks in the Media area, allocated against contingent liabilities that did not materialise.

The Mondadori Group’s EBIT for the first six months of 2025, positive for € 8 million, has shown a downturn of € 4.7 million compared with the same period of FY 2024, also due, in addition to what has already been described, to higher amortisation totalling € 1.5 million booked during the period under review, and concentrated in particular in the Trade Books area and Corporate area.
Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired in the last five years (PPA), Adjusted EBIT for the first half of FY 2025 would stand at € 13.6 million, compared with the € 15.4 million of the same period of 2024.

The consolidated result before tax is positive for € 4.1 million, down by approximately € 5 million compared with the € 9.4 million at 30 June 2024: the downturn to EBIT in fact comes in addition to an increase of € 0.6 million in financial charges. By contrast, a higher contribution of approximately € 0.2 million was made by associates.

Tax costs in the first half of 2025 totalled € 0.6 million, a reduction compared with the € 1.4 million at 30 June 2024 due to the lower pre-tax result.

The Group’s net profit at 30 June 2025, after minority interests, amounted to € 3.5 million, down € 3.6 million compared with the € 7.1 million of the first half of 2024, despite a lesser portion of minority interests.

Adjusted net profit, net of all non-recurring items, would amount to € 7.6 million, compared to € 9 million in the first half of the previous financial year.

The Net Financial Position gross of IFRS 16 as at 30 June 2025, stood at € -218.8 million (net debt), showing a slight increase compared with the -211.9 million at 30 June 2024; the strong cash generation of the business enabled the financing of the acquisition of Fatto in casa da Benedetta, as well as the increased remuneration of shareholders, without significantly raising the Group’s financial exposure.

The Net Financial Position IFRS 16 at 30 June 2025, equal to € -300.1 million (net debt), grew by approximately € 7 million from the € -293.3 million at 30 June 2024.

Cash flow from ordinary operations (i.e. after the cash-out for financial charges and tax) of the last twelve months prior to 30 June 2025 stood at € 64 million, confirming the Group’s capacity to continue to finance its development policy.

As at 30 June 2025, extraordinary cash flow was negative by approximately € 30 million, mainly due to net cash-out related to M&As for around € 14 million, restructuring costs of around € 4 million and the costs relating to the renovation of the Segrate headquarters of around € 6 million.

Consequently, Free Cash Flow at 30 June 2025, positive for € 33.8 million, confirms the capacity to increasingly remunerate shareholders, without compromising the solidity and continued financial strengthening of the company.

The Group has, in fact, fully booked the dividends allocated to its shareholders of € 36.5 million (of which 50% was distributed in May, while the remainder will be distributed in November 2025).

OUTLOOK FOR THE YEAR

The economic and financial figures for the first half of the year were in line with the relevant forecasts, which estimated, albeit to a more limited extent than actually proved to be the case, an overall weakness in the book market for the entire first half of 2025 compared to the previous year.
Therefore, the Group believes that it can confirm the guidance disclosed previously for FY 2025, which reflects the expectation of an improvement in the market context during the second part of the year and an even more marked improvement in the Group’s performance.

As a consequence of the foregoing, the guidance confirms:

Income Statement:

• low single-digit revenue growth;
• low single-digit growth of Adjusted EBITDA and, therefore, margins stable at around 17%.

Cash Flow and Net Financial Position

• Even in a context that was generally difficult, the Group is expected to confirm its significant capacity to generate cash, despite a scheduling of the publishing plan of the Trade Books area that may result in a partial postponing of collections from late 2025 to early 2026;
• the Group’s Net Financial Debt (IFRS 16) is expected to come in, at end FY 2025, as 1.0x adjusted EBITDA (from 1.1x at end 2024), while NFP (no IFRS 16) is expected to improve to 0.5x adjusted EBITDA (no IFRS 16).

PERFORMANCE OF BUSINESS AREAS

TRADE BOOKS AREA

During the first half of the year, 2025 saw a negative trend of the book market, which in the first six months of the current year revealed a downturn of 5% in value^[1].

This decline is due on the one hand to the replacement of APP18 by the Carte della Cultura e del Merito (Culture and Merit Cards, the effects of which on the market were noted through to April) and on the other, to the publication by most publishers of fewer new successes.

In this context, revenue from the Trade Books area in the first half of 2025 came to € 180 million, down 4.5% compared with the previous year, or 3% excluding the impact of the end of the concession relative to the Roman archaeological area of the Coliseum.

Adjusted EBITDA, equal to € 20.7 million, showed a decline of around € 7 million due to the lesser margin deriving from the reduction in publishing revenue of both paper and digital products, to the end, in April 2024, of the concession related to the Coliseum area activities and the failure to repeat a commercial operation run by the publisher Star Comics, which had been implemented during the early months of 2024, with a positive impact on the Area’s profitability.

EDUCATION BOOKS AREA

School textbooks were characterised by the typical seasonal performance of the business that sees sales squeezed in the second half of the year following the adoption campaign.

In the first half of 2025, the School business recorded total revenue of € 69.8 million, up 14.2% compared to the € 61.1 million reported in the first half of 2024. This positive change is exclusively attributable to the bringing forward of restocking by top accounts.

Adjusted EBITDA for the Education Books area in the first half of FY 2025, came to € 7.3 million, an improvement compared with the € 1.9 million recorded during the first six months of 2024, almost entirely due to the above-specified bringing forward of restocking by top accounts, mainly concentrated in higher profit segments.

RETAIL AREA

In a context characterised by a downturn of the book market and a more generalised decline in consumption, the Retail area has shown slight growth (+0.5% in terms of sell-out at value) and has continued to record considerably better performance than otherwise seen on the market.

Consequently, thanks to the contribution made by directly-managed stores and franchises, Mondadori Retail holds a 13.4% share of the market (+0.7% compared with the first half of last year), which becomes almost 20% in the physical channel alone.

During the first half of FY 2025, the Retail area (including revenue from comics and the e-commerce website of Star Shop Retail, consolidated since 1 February 2024), recorded total revenue (book and non-book) for € 93.4 million, thereby showing an increase of 2.1% compared with the previous year.

At an organic level (excluding the revenue of Star Shop Retail), revenue was up 1.2%; the increase would have been even greater, equal to 2.9%, without the negative impact (approximately € 1.5 million during the first half of 2025) deriving from the temporary closure, for renovation, of the Rizzoli book shop in Milan, which reopened to the public in May.

An analysis of the sales by channel reveals, compared with the first half of 2024:

• further growth in revenue of direct bookstores (+5.3%);
• the continuous improvement of franchisee bookstores (+2.7%);
• the decline of the on-line channel (-1%) due to the transition from the current e-commerce website to the new omnichannel platform;
• the positive impact of revenue deriving from the management of Star Shop comics and e-commerce website, consolidated starting 1 February 2024.

The Retail area presented Adjusted EBITDA of € 5.4 million in the first six months of FY 2025, slightly up compared with the same half of the previous year. This result, achieved despite the negative impact (€ 0.5 million) of the specified temporary closure of the Rizzoli Milan book shop for renovation, confirms the constant progressive improvement in the Area’s performance.

MEDIA AREA

In H1 2025, revenue in the Media area amounted to € 72.6 million, showing an increase of approximately 1% compared with the same period of the previous year, stemming from the strong growth in the Digital component, which more than offset the structural downturn of the component linked to print activities.

The digital business, which accounts for approximately 48% of the area’s total revenue, has shown growth of 13% (approximately +8% like-for-like), deriving in particular from the positive performance of the MarTech segment (around +11%) and the excellent results recorded by the social agencies, while the print business was down by approximately 8%, due to the structural decline of circulation and joint sales recorded in the period under review.

Adjusted EBITDA for the Media area came to € 12.4 million in H1 2025, showing growth of approximately 23% compared with the previous year, mainly due to the print business segment.

The presentation of the results at 30 June 2025, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 4.30 pm for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company. 

The Financial Reporting Manager – Alessandro Franzosi – hereby declares, pursuant to Article 154 bis, paragraph 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 complete pdf): 

1. Consolidated Statements of Financial Position
2. Consolidated Income Statement
3. Consolidated income statement – II quarter
4. Group cash flow
5. Glossary of terms and alternative performance measures used

^{[1] Source: GfK, June 2025}

Below is Annex 3F regarding the allocation of Mondadori ordinary shares to the beneficiaries of the 2022-2024 Performance Share Plan, established by the Shareholders’ Meeting of 28 April 2022

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 2025 presented by Chief Executive Officer Antonio Porro.

“The economic and financial figures achieved by our Group during the first quarter of the year are in line with our forecasts: they reflect the overall weakness that characterised the book market in the first quarter, and which we estimate will continue throughout the first half of the year. During the course of the year, we expect to see a recovery in the market environment and a positive effect on the Group’s performance as a result of the increased richness of the publishing offerings of our publishing houses. This allows us to confirm the targets set for 2025”, said Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group.

In the first quarter of 2025, consolidated revenue totalled € 164.4 million, down 1% versus € 166.1 million in the first quarter of 2024.

Adjusted EBITDA was € 1.8 million, down from € 4.8 million in the same period of 2024, due to the performance of the Trade Books segment.

The Group’s reported EBITDA amounted to € 1.3 million, showing a decrease of € 4.4 million compared to the first quarter of 2024, which had benefited, in addition to the dynamics of the management components, from lower restructuring costs and the release of some provisions for risks in the Media area, allocated against contingent liabilities that did not materialise.

EBIT for the first three months of 2025 was negative by € 13.9 million, a decrease of € 5.2 million compared to the first quarter of 2024, which is attributable, in addition to what has already been described, to the higher depreciation and amortisation recognised in the period under review for a total of € 0.8 million, concentrated in particular in the Trade Books area. Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired (Purchase Price Allocation), Adjusted EBIT would stand at € -11.4 million, compared with the € -7.7 million of the same period of the previous year.

The consolidated pre-tax result was a loss of € -16.4 million, down by approximately € 6 million compared to a loss of € -10.2 million as of 31 March 2024, due to the additional effect of the lower contribution (by about € 0.5 million) of the result of the associate companies and higher financial expenses, which increased by a total of € 0.6 million, mainly due to higher bank interest on the financing lines, as a result of the higher cost of debt and higher average debt as well as the increase in IFRS 16 debt.

The Group’s net profit at 31 March 2025, after minority interests, was a loss of € 13 million, down by about € 6 million compared to a loss of € -7.1 million in the first quarter of 2024, despite a lower share of the result attributable to minority interests resulting from the acquisitions of minority interests completed in the current year (the remaining 25% of the share capital of ALI as well as a further 24.5% stake in Edizioni Star Comics).

Tax income for the first quarter of the financial year 2025 was a positive € 3.5 million, compared to € 4.1 million as at 31 March 2024, despite a lower pre-tax result: this figure is the result of a different tax treatment of the contributions recognised to the Media area.

The adjusted net result after neutralising all non-recurring items, would be € -11.2 million, compared to € -6.4 million in the first quarter of the previous year.

The Net Financial Position gross of IFRS 16 as at 31 March 2025, stood at € -134.1 million (net debt), essentially stable compared with the € -133.3 million at 31 March 2024; The strong cash generation of the business enabled the financing of the acquisitions of Chelsea Green Publishing and Fatto in casa da Benedetta, as well as the increased remuneration of shareholders, without significantly raising the Group’s financial exposure.

Net Financial Position gross of IFRS 16 at 31 March 2025 stood at € -212.8 million (net debt), up by approximately € 7 million from € -205.5 million at 31 March 2024, due to a larger IFRS 16 debt component of approximately € 6 million as a result of the renovation and development of the network of directly-managed book stores in the Retail area.

Cash flow from ordinary operations (i.e. after cash-out for financial expense and tax) in the fist quarter 2025 amounted to over € 68 million and makes it possible to finance the Group’s development policy and increasingly remunerate shareholders without compromising solidity and the further financial strengthening of the Group.

Extraordinary cash flow was negative by approximately € 34 million, mainly due to cash-out related to acquisitions, for around € 18 million, restructuring costs, of around € 5 million and the costs relating to the renovation of the Segrate headquarters of around € 6 million.

As a result, the Free Cash Flow at 31 March 2025 was positive by € 34.2 million. Lastly, the Group recorded dividends to its shareholders of € 31.3 million in the last twelve months.

PERFORMANCE OF BUSINESS AREAS

TRADE BOOKS AREA

2025 saw a negative start to the year for the book market, which declined in value terms in the first quarter of the current financial year by 3.4%^[1]. The replacement of the APP18 (FY 2024 benefited from the use of dedicated funds until 30 April) by the Culture and Merit Cards and the different timing of the Easter holidays are among the main reasons for this decline.

In this context, the Mondadori Group’s publishing houses recorded a 7.2% fall in sell-out during the quarter, a less positive result than the market performance due to a publishing plan that will see the release of the most important new titles in the second half of the year and a slowdown in catalogue book sales.
During the reporting period, the Mondadori Group still maintained its national leadership with a market share of 26.2% as of March 2025.

Testifying to the quality of their editorial offerings, the Mondadori Group’s publishing houses placed four titles in the top ten bestsellers list during the first quarter, including, in particular, the second position of “Spera. L’autobiografia” (Hope: The Autobiography) of Pope Francis for Mondadori, currently in first place.

Revenues for the first quarter of 2025 amounted to € 86.7 million, down 4.4% compared to the first quarter of 2024, mainly attributable to a commercial transaction at Star Comics that was implemented in early 2024 and residually due to the termination in April 2024 of the Coliseum concession managed by Electa.

Adjusted EBITDA of the Trade Books area for the first quarter of 2025 amounted to € 9.6 million, a decrease of approximately € 5 million, attributable to the lower margin resulting from the drop in revenues for the period, both for print and digital products. Furthermore, as with revenues, the decline in margins in the quarter was largely attributable to Star Comics.

EDUCATION BOOKS AREA

School textbook publishing experiences a typical seasonal performance that sees sales squeezed in the second half of the year following the adoption campaign: as a result, the relating market shares for 2025 are unavailable at this time.

Total revenues recorded in the first quarter of 2025 amounted to € 8.7 million, down by 5.7% compared to the first quarter of 2024 (€ 9.2 million), with a negative change attributable to the timing of supplies to management customers.

Adjusted EBITDA in the first quarter of FY 2025 for the Education Books area stood at € -13.2 million, an improvement compared with the € -13.8 million recorded in the same period of 2024, as a result of lesser operating and structural costs. Note that this result is not significant as it stems from the aforementioned seasonality of the business, with the costs of the operational structure and development of the textbooks marketed during the adoption campaign completed at the end of the month of May being recorded during the first quarter.

RETAIL AREA

As already mentioned, the book market in Italy at the end of March recorded a drop of 3.4% compared to 2024; in particular, there was a slight decrease in value in the physical channel (-1.3%) and a more marked negative trend in the online channel (estimated at -6.8%).

In this scenario, the Retail area remained stable (+0.1%) and continued to outperform the market; as a result, Mondadori Retail’s market share stood at 12.8% (+0.5% compared with the first quarter of the previous year) thanks to the contribution of direct stores and franchising, as well as a good performance in the online channel.

In the first quarter of FY 2025, the Retail area recorded total revenues (book and non-book) of € 47.1 million, an increase of € 1.7 million (+3.7%) compared to the previous year.

The organic revenue growth (excluding Star Shop’s retail business revenues) of 1.5% (€ +0.7 million) would have been even more significant at 3.8% without the negative impact (of approximately € 1 million in Q1 2025) resulting from the temporary closure of the new Rizzoli bookstore in Milan, which reopened to the public on 9 May after renovation work following the new concession granted by Milan City Council.

Adjusted EBITDA amounted to € 2.3 million, essentially stable compared to the same quarter of the previous year. This result confirms a progression and constant improvement in performance, which has been going on for several years, and was achieved despite the negative impact (amounting to € 0.25 million) resulting from the temporary closure of the Rizzoli Milan bookstore, mentioned above.

MEDIA AREA

In Q1 2025, revenue in the Media area amounted to € 33.6 million, and posted an increase of 5% compared with the same period of the previous year, stemming from the strong growth (+19%) in the Digital component, which more than offset the structural downturn of the component linked to traditional activities.

Adjusted EBITDA came to € 5.4 million, showing growth of approximately 72% compared with the previous year, mainly due to the print segment.

OUTLOOK FOR THE YEAR

The economic and financial figures for the first quarter of the year were in line with the relevant forecasts, which estimated an overall weakness in the book market for the entire first half of the year compared to the previous year.

Therefore, the Group believes that it can confirm the guidance disclosed previously for FY 2025, which reflects the expectation of a recovery in the market environment during the year and a more marked improvement in the Group’s performance.

Income Statement

• low single-digit revenue growth;
• low single-digit growth in Adjusted EBITDA and therefore stable margins at around 17%, despite the increase in some cost components, thanks to targeted pricing policies on the book product as well as continuous efficiency gains affecting all business areas.

Cash Flow and Net Financial Position

• The Group is expected to confirm its significant cash generation capacity, which, in terms of Ordinary Cash Flow, is expected to be in the region of € 70 million. It should be noted that, with reference to the current year, due to the different scheduling of the publishing plan for the Trade Books area, which has seen the publication of the highest-selling titles concentrated in the first half of 2024 and the second half of 2025, respectively, the current year could experience a partial postponement of part of the receipts from the end of 2025 to the start of 2026;
• the Group’s Net Financial Debt (IFRS 16) is expected to come in, at end FY 2025, as 0x adjusted EBITDA (from 1.1x at end 2024), while the Net Financial Position excluding IFRS 16 is expected to improve to 0.5x Adjusted EBITDA (excl. IFRS 16).

2025-2027 PERFORMANCE SHARE PLAN: ASSIGNMENT OF RIGHTS

The Board of Directors, having heard the Remuneration Committee, resolved on the assignments to the beneficiaries of the rights relating to the 2025-2027 Performance Share Plan, established by resolution of the Shareholders’ Meeting of 16 April 2025.

The rights granted will be exercisable at the end of the three-year reference period, subject to the achievement of the performance targets underlying the Plan.

Information regarding the beneficiaries and the number of rights assigned are shown – by name, for the beneficiaries who are members of the Board of Directors, and in aggregate form for the other beneficiaries – in the table attached, prepared in compliance with Box 1, Schedule no. 7 of Annex 3A of the Issuer Regulation. The detailed terms and conditions of the Plan are set out in the Directors’ Explanatory Report to the Shareholders’ Meeting of 16 April 2025 and in the Information Document prepared pursuant to Article 84-bis, paragraph 1 of the Issuers’ Regulation, available on the website www.mondadorigroup.com Governance/Shareholders’ Meeting section and on the storage mechanism 1info (www.1info.it) to the contents of which reference should be made.

DETERMINATION OF SHARES ATTRIBUTABLE TO THE 2024 SHORT-TERM INCENTIVE PLAN (MBO)

The Board of Directors, having consulted with the Remuneration Committee, has – after verifying the achievement of the relevant individual and Group performance targets – determined the number of Mondadori shares attributable to the beneficiaries of the Short-Term Incentive Plan (MBO) for the year 2024, established by resolution of the Shareholders’ Meeting of 24 April 2024.

In particular, the Plan envisages a voluntary mechanism for the conversion into Mondadori shares of a percentage component equal to 15% or 30% of the Variable Remuneration (MBO) accrued in connection with FY 2024, as well as the disbursement of an additional “bonus” component in shares, equal to the number of shares resulting from the conversion.

In accordance with the rules of the Plan, the actual allocation to the beneficiaries of the total share component will take place in May 2027, following a 24-month deferral period from the vesting date of the 2024 MBO.
The detailed terms and conditions of the 2024 Short-Term Incentive Plan (MBO) are set out in the Directors’ Explanatory Report to the Shareholders’ Meeting of 24 April 2024 and in the Information Document prepared pursuant to Article 84-bis, paragraph 1 of the Issuers’ Regulation, available on the website www.mondadorigroup.com Governance/Shareholders’ Meeting section and on the storage mechanism 1info (www.1info.it) to the contents of which reference should be made.
Information regarding the beneficiaries and the number of Mondadori rights attributable to them are shown – by name, for the beneficiaries who are members of the Board of Directors, and in aggregate form for the other beneficiaries – in the table attached, prepared in compliance with Box 1, Schedule no. 7 of Annex 3A of the Issuer Regulation.

The Interim Management Statement at 31 March 2025 is made available by today through the authorised storage mechanism 1Info (www.1Info.it), on the website www.mondadorigroup.com (Investors section) and at the registered office.

The presentation of the results at 31 March 2025, approved today by the Board of Directors, is available on www.1info.it and on www.gruppomondadori.it (Investors section). A Q&A session will be held in conference call mode at 3.30 p.m. for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company

The Financial Reporting Manager – Alessandro Franzosi – hereby declares, pursuant to Article 154 bis, paragraph 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 complete pdf):

1. Consolidated Statements of Financial Position
2. Consolidated Income Statement
3. Group cash flow
4. Glossary of terms and alternative performance measures used
5. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999 – Remuneration plans based on financial instruments: 2025-2027 Performance Share Plan
6. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999 – Remuneration plans based on financial instruments: 2024 Incentive Plan MBO

^[1] Source: GfK, March 2025

Arnoldo Mondadori Editore S.p.A. hereby announces that the minutes of the Ordinary Shareholders’ Meeting held on 16 April 2025 are publicly available to the public at the Company’s registered office, at the authorised storage mechanism 1info (www.1info.it) and on the website www.mondadorigroup.com (Governance/Shareholders’ Meeting section). 

The summary report of voting, pursuant to Article 125-quater, paragraph 2, of Legislative Decree No. 58/1998, has been made available using the same method.

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 2024.

The results of the draft annual financial statements and consolidated financial statements as at 31 December 2024, presented by the CEO, Antonio Porro, and approved by the Board of Directors on 12 March, were disclosed to the market on the same date.
The Parent Company’s income statement at 31 December 2024 recorded the same net profit as in the consolidated financial statements of € 60.2 million, due to the fact that the Company has chosen to use the equity method to measure its investments in the separate financial statements.

In accordance with the proposal put forward by the Board of Directors, which was the subject of a notice issued on 12 March, the Shareholders’ Meeting approved the distribution of a dividend of € 0.14, gross of withholding taxes, per ordinary share (net of treasury shares) outstanding at the following record dates.

The total dividend amounted to approximately € 36.5 million, up by 17% compared to the previous year: this amount corresponds to a pay-out of 60% of the net profit for 2024 and a dividend yield of almost 7% compared to the share price at 31 December 2024.
In accordance with the resolutions adopted by the Shareholders’ Meeting, the dividend will be paid by drawing on the distributable portion of the extraordinary reserve (included in the equity item “Other reserves profit/loss carried forward”).

The dividend, as already announced, will be paid in two equal tranches:

• unit amount of € 0.07 for each ordinary share (net of treasury shares) outstanding at the record date stated below, from 21 May 2025 (payment date), with ex-dividend date no. 25 on 19 May 2025 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 20 May 2025;
• unit amount of € 0.07 for each ordinary share (net of treasury shares) outstanding at the record date stated below, from 26 November 2025 (payment date), with ex-dividend date no. 26 on 24 November 2025 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 25 November 2025.

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

Report on remuneration policy and compensation paid

The Shareholders’ Meeting approved Section One of the Report on remuneration policy and compensation paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and dispose of treasury shares

Following expiry of the term of the previous authorization approved on 24 April 2024, the Shareholders’ Meeting renewed the authorization to purchase and dispose of treasury shares with the aim of ensuring continued applicability of the legal provision to any buyback plans and, consequently, of seizing any investment and operational opportunities involving treasury shares.

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

• Motivations

The motivations for the authorization to purchase and sell treasury shares refer to the opportunity to attribute to the Board of Directors the power to:

• use the Treasury Shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
• use the treasury shares purchased or already held in portfolio 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 lending, 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;
• 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;
• rely on investment or divestment opportunities, if considered strategic by the Board of Directors, also in relation to available liquidity;
• dispose of treasury shares to service share-based incentive plans set up pursuant to Article 114-bis of the TUF, and plans for the free allocation of shares to employees or members of the governing bodies of the Company or to Shareholders.

• Duration

The authorisation to purchase treasury shares runs from the date of the approval resolution by the Shareholders’ Meeting, until the Shareholders’ Meeting called to approve the financial statements at 31 December 2025 and, in any case, for a period no more than 18 months after that date. The authorisation to dispose of treasury shares is not subject to time limits, given the absence of time limits pursuant to current regulations and the advisability of allowing the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out any disposal of shares.

• Maximum number of purchasable treasury shares

The authorisation allows the purchase, on one or more occasions and in one or more tranches, of a maximum number of ordinary shares with a nominal unitary value of € 0.26, which – considering the treasury shares already held by the Company and the shares that may possibly be acquired by subsidiaries – shall not exceed a total of 10% of the share capital.
Pursuant to article 2357(1) of the Italian Civil Code, any purchase transactions will be carried out within the limits of the distributable profits and available reserves resulting from the last regularly approved financial statements at the time of each potential purchase transaction. The authorisation includes the right to subsequently dispose of the treasury shares acquired, in whole or in part, on one or more occasions and even before having exhausted the maximum number of purchasable shares.

• Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases would be made in accordance with articles 132 of the TUF, 144-bis(1)(b) and d-ter) of the Issuers’ Regulation, and thus:
(i) on regulated markets or multilateral trading systems, according to the operating criteria established in the organisation and management regulations of the same markets, which do not allow the direct matching of purchase trading proposals with predetermined sales trading proposals, as well as in compliance with any other legislation in force, including European ones.
(ii) by the methods established by the market practices permitted by Consob, pursuant to the combined provisions of article 180(1)(c) of the TUF and article 13 of Regulation (EU) no. 596 of 16 April 2014 (“Permitted Market Practices”).
Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.
The disposal of treasury shares may be carried out on one or more occasions and even before having terminated the maximum number of purchasable treasury shares, either by selling them on regulated markets or according to other trading methods in compliance with the law, including EU law force and with the Admitted Market Practices, if applicable. The authorisation proposal provides that purchases are made at a unit price, compliant with any regulatory requirements, including European ones, or permitted market practices in force at the time, where applicable, without prejudice to the fact that the minimum and maximum purchase price will be set at a unit price no lower than the official stock market price of the Mondadori stock on the day prior to the day on which the purchase transaction is carried out, decreased by 20%, and no higher than the official stock market price on the day before the day on which the purchase transaction will be carried out, increased by 10%. In any event – except for any different price and volume determinations resulting from the application of the conditions set forth in the Admitted Market Practices – such price shall be identified in accordance with the trading conditions set forth in Delegated Regulation (EU) no. 1052 of 8 March 2016 and, specifically:

• no shares may be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out;
• in terms of volumes, daily purchase amounts will not exceed 25% of the daily average volume of Mondadori shares traded as recorded in the 20 trading days before the dates of purchase or in the month prior to the month of the disclosure required by Art. 2, paragraph 1, of Regulation (EU) no. 1052/2016.

In terms of consideration, sales transactions or other acts of disposition of treasury shares shall be carried out:

• if executed in cash, at a price no lower than 10% of the reference price recorded on the MTA – Euronext Milan – organized and managed by Borsa Italiana S.p.A. in the trading session prior to each single transaction;
• if executed as part of any extraordinary transactions in accordance with financial terms to be determined by the Board of Directors on the basis of the nature and characteristics of the transaction, also taking account of the market performance of Mondadori shares;
• if executed to service the Performance Share Plans in compliance with the terms and conditions set out in the resolutions of the Shareholders’ Meeting that establish the Plans and the related regulations.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,268,471 treasury shares (equal to 0.485% of the share capital).

For any further information on the proposed authorisation to purchase and dispose of treasury shares, please refer to the Directors’ Explanatory Report pursuant to Article 125-ter of Legislative Decree No. 58/1998, available on the Company website www.mondadorigroup.com, Governance/Shareholders’ Meeting section and on the authorised storage mechanism 1Info.

2025-2027 Performance Share Plan adoption

The Shareholders’ Meeting, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, approved the establishment of a Performance Share Plan for the three-year period 2025-2027 intended for the Chief Executive Officer, the CFO – Executive Director and a number of Managers of the Company who have an employment and/or directorship relationship with the Company or its subsidiaries at the date of allocation of the shares, in accordance with the conditions previously communicated to the market on 12 March 2025.
The Plan envisages the assignment to the beneficiaries of rights to the free allocation of company shares, held or to be acquired as treasury shares, subject to the achievement of specific performance targets set and measured at the end of the three-year performance period.
These targets are structured to include both shareholder remuneration indicators and management indicators functional to raising the share value, ensuring maximum alignment of Management remuneration and the creation of value for the Company, as well as indicators of a non-operating/financial nature linked to ESG issues.
For a detailed description of the 2025-2027 Performance Share Plan, the recipients and the characteristics of said Plan, please refer to the Information Document approved by the Board of Directors pursuant to Article 84-bis of the Issuers’ Regulation and the explanatory report, both published within the terms of the law on the Company’s website www.mondadorigroup.com in the Governance/Shareholders’ Meeting section and through the authorised storage mechanism 1Info.

2025 Short-Term Incentive Plan (MBO) adoption

The Shareholders’ Meeting also resolved to adopt a Short-Term Incentive Plan (MBO) for the financial year 2025. The Plan, which is reserved for the same beneficiaries as the 2025-2027 Performance Share Plan, governs the determination, subject to the achievement of specific individual and Group performance objectives, of the annual Variable Remuneration (MBO) for the year 2025. In particular, the Plan envisages a voluntary mechanism for the conversion into Mondadori shares of a percentage component equal to 15% or 30% of the Variable Remuneration itself, as well as the disbursement of an additional “bonus” component in shares, equal to the number of shares resulting from the conversion.
Any allocation of the total component in shares would take place at the end of a 24-month deferral period with respect to the MBO vesting date.
For a detailed description of the 2025 Short-Term Incentive Plan (MBO), the recipients and the characteristics of said Plan, please refer to the Information Document approved by the Board of Directors pursuant to Article 84-bis of the Issuers’ Regulation and the explanatory report, both published within the terms of the law on the Company’s website www.mondadorigroup.com in the Governance/Shareholders’ Meeting section and through the authorised storage mechanism 1Info.

Supplementation of the Board of Statutory Auditors

The Shareholders’ Meeting resolved to supplement the Board of Statutory Auditors by confirming Emilio Gatto as Standing Auditor and appointing Giancarlo Povoleri as Alternate Auditor.
In accordance with the provisions of Article 2401 of the Italian Civil Code, the term of office of the newly appointed Statutory Auditors will expire at the same time as that of the existing Statutory Auditors, and therefore with the Shareholders’ Meeting that will be called to approve the financial statements as of 31 December 2026.
The resolution follows the resignation of Ezio Simonelli from the position of Standing Auditor tendered on 21 December 2024, with his consequent substitution as Standing Auditor – until, pursuant to Article 2401 of the Italian Civil Code, the Shareholders’ Meeting of 16 April 2025 – by the alternate member Emilio Gatto. Gatto belonged to the same slate, submitted by the majority shareholder Fininvest S.p.A. to the Shareholders’ Meeting on 24 April, from which the resigning standing auditor had been taken.
The professional curricula of the newly appointed auditors are available at www.mondadorigroup.com  Governance section.

Below the Annex 3F on the purchases of Treasury Shares in March 2025 to service the Performance Share Plans.

Arnoldo Mondadori Editore S.p.A. hereby announces that the following documents relating to the Ordinary Shareholders’ Meeting convened for 16 April 2025 in first call (17 April 2025 in second call, if any) are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.mondadorigroup.com (Governance/Shareholders’ Meeting section):

• Annual Financial Report for FY 2024, which includes the draft financial statements, the consolidated financial statements for the year ended 31 December 2024, the Directors’ Report on Operations (including the Sustainability Reporting), and the certifications pursuant to art. 154 bis, par. 5 and 5-ter of Legislative Decree no. 58/1998;
• Independent Auditors’ report on the audit of the financial statements as at 31 December 2024;
• Independent Auditors’ report on the audit of the consolidated financial statements as at 31 December 2024;
• Independent Auditors’ report on the limited audit of the Sustainability Reporting;
• Statutory Auditors’ report;
• Report on remuneration policy and compensation paid.

The Report on Corporate Governance and Ownership Structure – Financial Year 2024 is also made available in the manner described above.

Arnoldo Mondadori Editore S.p.A. announces that the individual proposed resolution submitted by the shareholder Fininvest S.p.A. – holder of 139,355,950 shares, corresponding to 53.299% of the share capital and 69.853% of the voting rights – regarding the integration of the Board of Statutory Auditors (item 9 on the agenda of the Ordinary Shareholders’ Meeting convened for 16 April 2025) has been made available at the Company’s registered office, on the authorised storage mechanism 1Info (www.1info.it), and on the website www.mondadorigroup.com (under the Governance/Shareholders’ Meeting section).

The proposal provides for the appointment of Emilio Gatto as Standing Auditor and the appointment of Giancarlo Povoleri as Alternate Auditor, with a term of office, in accordance with Article 2401 of the Italian Civil Code, until the expiry of the entire Board of Statutory Auditors, and therefore until the Shareholders’ Meeting for the approval of the financial statements as at 31 December 2026.

The proposal is accompanied by the professional CVs of each candidate (including details of administrative and control positions held in other companies, also in compliance with the provisions of Article 2400 of the Italian Civil Code and Article 148-bis of the TUF), as well as the declarations of the candidates confirming their compliance with legal and statutory requirements and their acceptance of the candidacy.