Corporate

Kuehne+Nagel and Mondadori Group inaugurated today the new Fulfilment Centre in San Giorgio Bigarello, in the province of Mantua. The center, built and managed by Kuehne+Nagel, concentrates into a single facility the logistics activities previously managed in separate warehouses.

With a surface area of nearly 40,000 square meters and over 150 professionals employed, the new hub handles the distribution needs of Mondadori Education, Rizzoli Education, and D Scuola, as well as the Mondadori Group’s retail activities, ranging from physical stores and e-commerce to the Book Club (Club del Libro). The project shapes a more integrated and centralized operating model capable of making distribution flows more efficient, ensuring a more coordinated management of the assortment, and strengthening service across all sales channels.

“The Fulfilment Centre inaugurated today is the result of a collaboration built over time and a shared vision of the strategic value of logistics,” stated Eduardo Razuck, Executive Vice President Contract Logistics at Kuehne+Nagel. “We designed a hub capable of integrating expertise, technologies, and operational capacities to make distribution processes smoother, more reliable, and ready to support the evolution of the Mondadori Group’s educational and retail activities on a national scale. This investment also strengthens our commitment to the Mantua area, which features a strategic location for road and rail connections, where we continue to develop logistics solutions that generate value for clients, supply chains, and local communities.”

The new Fulfilment Centre became fully operational following a phased transition that ensured complete operational continuity of the service, consolidating its position as the country’s primary logistics hub for educational publishing. The rollout plan saw the debut of the educational sector in December 2025, followed by the integration of retail activities between March and June 2026.

“The launch of the new Fulfilment Centre represents a strategic milestone in the evolution of our distribution infrastructure,” commented Antonio Porro, CEO of the Mondadori Group. “Having a single, highly specialized center allows us to coordinate educational and retail activities more effectively, strengthening the integration between physical and digital channels and improving service quality throughout the entire supply chain. Specifically for the education sector, it means being able to rely on a punctual and dependable distribution network, capable of meeting the needs of schools, teachers, students, and families across Italy.”

Innovation and sustainability guided the design of the infrastructure, which is LEED Gold certified. The site integrates renewable energy, high-efficiency LED lighting, CO₂ emissions monitoring systems, sustainable material packaging, and solutions to reduce plastic usage throughout the operational chain.

The choice of San Giorgio Bigarello leverages a strategic position for road and rail connections and reinforces Kuehne+Nagel’s presence in the Mantua area. The agreement between Kuehne+Nagel and Mondadori Group confirms a partnership built on complementary expertise and a common goal: transforming logistics into a lever for efficiency, competitiveness, and growth for educational publishing and retail.

About Kuehne+Nagel

With over 85,000 employees at more than 1,300 locations in nearly 100 countries, the Kuehne+Nagel Group is one of the world’s leading logistics service providers. Headquartered in Switzerland and listed on the Swiss Market Index (the index of the major Swiss publicly traded companies), it is a global leader in air and sea logistics and holds strong market positions in road and integrated logistics. Supporting approximately 400,000 customers worldwide, the Group leverages its global network, logistics expertise, and data-driven insights to deliver end-to-end supply chain solutions for global companies and industries.

About Mondadori Group

The Mondadori Group – a company listed on the Euronext STAR Milan segment of Borsa Italiana – is among the leading Italian media companies, with 2025 revenues of 931.6 million euros and 2,231 employees. With a market share of 28.3%, it is the leading Italian publisher in the Trade Books market, where it operates through highly prestigious publishing houses and brands. It is also active in museum concessions, the organization of exhibitions, and the art and illustrated books sector, including internationally. With Mondadori Education, Rizzoli Education, and D Scuola, the Group holds the top position in educational publishing with a 32.5% market share, supporting students and teachers with a range of innovative textbooks and educational tools for every level and field of education. Mondadori Retail operates the most extensive network of bookstores in Italy, present throughout the country with over 500 directly managed and franchised points of sale, the Mondadoristore.it e-commerce site, and the book club formula. Furthermore, the Mondadori Group is a leader on social media and digital platforms through Mondadori Digital, featuring a unique cross-media ecosystem and a fanbase of over 137 million followers in Italy and abroad, alongside 33 million unique monthly users, complemented by a significant presence in the magazine segment with Mondadori Media.

Below is Annex 3F regarding the purchase of Mondadori ordinary shares to the beneficiaries of the 2023-2025 Performance Share plan, established by the Shareholders’ Meeting of 27 April 2023.

Arnoldo Mondadori Editore S.p.A. hereby announces that the minutes of the Ordinary Shareholders’ Meeting held on 21 April 2026 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).

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 2026 presented by Chief Executive Officer and General Manager Antonio Porro.

“The first-quarter results confirm the strength of our Group and its ability to grow across its key segments. 2026 got off to a strong start with strategic transactions that further strengthened our competitive positioning, beginning with digital: the acquisition of Edilportale.com has consolidated our leadership and enabled our new Digital area to achieve greater scale. Our M&A activities also continued after the close of the quarter and, a few weeks ago, we acquired the school and university publishing business unit of Hoepli: a historic and highly prestigious brand that will strengthen our catalogue in key areas and specific segments”, said Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group. “The book market has shown signs of improvement, due to the provisions set aside for libraries, with our publishing houses increasing both revenue and profitability. As for Retail, the business model proved solid and resilient, thanks to the strength and extensive reach of the physical network, which has continued to grow. In Media, the Group benefited from certain successful operations in add-on sales”, Mr Porro concluded.

GROUP PERFORMANCE AT 31 MARCH 2026

In Q1 2026, consolidated revenue totalled 170.9 million euro, up by 3.9% versus 164.4 million euro at 31 March 2025. Like-for-like (resulting from the consolidation of the companies MA Retail, starting 1 December 2025, and Edilportale.com, starting 1 January 2026) – revenue was substantially stable (+0.7%).

Adjusted EBITDA amounted to € 1.3 million, down slightly from € 1.8 million as at 31 March 2025 due to certain temporary effects recorded in the Education Books area, arising in particular from the early production and distribution of materials intended for teachers following the changes introduced by the New National Guidelines.

The Group’s reported EBITDA amounted to € -1.1 million, a decline of approximately € 2.4 million compared with the corresponding period of the previous financial year, due to higher non-recurring costs, partly attributable to expenses relating to extraordinary transactions completed during the quarter under review.

The Mondadori Group’s EBIT, of € -18.3 million, showed a decrease of € 4.4 million compared with the first quarter of 2025, attributable, in addition to the factors described above which led to a reduction in EBITDA, to higher depreciation and amortisation totalling € 2 million, arising from investments made in FY 2025. Excluding extraordinary items and the amortisation resulting from the Purchase Price Allocation (PPA) of companies acquired over the last five years, Adjusted EBIT for Q1 2026 would stand at € -13.8 million, compared to € -11.4 million in the previous year, thus limiting the decrease to approximately €2.4 million.

The consolidated result before tax was € -20.9 million, down € 4.4 million compared with € -16.4 million as at 31 March 2025: the trend was entirely attributable to the operating result dynamics already described, as the increase of € 0.4 million in financial expense was fully offset by an improvement of an equivalent amount in the results of associates.

The Group’s net profit as at 31 March 2026, after minority interests, was € -16.3 million, a decrease of € 3.3 million compared with the € -13 million in the first quarter of FY 2025. Tax income for the period amounted to € 4.7 million, up from € 3.5 million as at 31 March 2025 as a result of the lower pre-tax result.

Adjusted Net Profit, neutralised of all non-recurring items and amortisation deriving from the Purchase Price Allocation (PPA) for the companies acquired in the last five years, net of the related tax effect, would be € -13 million, down € 1.8 million compared to € -11.2 million for the first quarter of the previous year.

Cash flow from ordinary operations (i.e. after cash-out for financial expense and tax) in the twelve months prior to 31 March 2026 amounted to approximately € 62 million. This result – despite the logistics disruption that negatively affected e-commerce revenue in the Retail area during the first quarter of 2026 – enables the Group to continue financing its inorganic growth strategy and to provide increasing remuneration to shareholders.

As of 31 March 2026, extraordinary cash flow was negative by around € 55 million, primarily reflecting disbursements of approximately € 44 million related to the net impact of acquisitions and disposals, about € 4 million in restructuring costs, and roughly € 2 million for the renovation of the Segrate headquarters – as well as € 36.5 million for dividends distributed in the last 12 months.

The Net Financial Position excluding IFRS 16 as at 31 March 2026 amounted to € -164.3 million (net debt), compared with the € -134.1 million as at 31 March 2025, due to the above-described cash flow trends. The IFRS 16 Net Financial Position at 31 March 2026, of € -251.6 million (net debt), had also increased compared to the € -212.8 million as at 31 March 2025, for the same phenomena.

OUTLOOK FOR THE YEAR

In light of the results achieved in the first quarter and the positive trend of the Book market over the following weeks too, the Group believes it can confirm the previously communicated estimates for FY 2026.

Income Statement

• Low single-digit revenue
• Low single-digit growth in Adjusted EBITDA, with margins remaining stable at around 17%. This outlook also reflects ongoing efficiency measures across all business It is worth noting that the Group launched a multi-year structural optimisation plan designed to enhance operational efficiency and support profitable growth and cash generation over the medium term.

Cash Flow and Net Financial Position

The Group is expected to confirm its significant cash generation capacity with an Ordinary Cash Flow in the range of € 65 to 70 million.

PERFORMANCE OF THE BUSINESS AREAS AT 31 MARCH 2026

• TRADE BOOKS AREA

In 2026, the Book market got off to a positive start, recording value growth of 3.4%, supported by libraries’ access to government grants, from which only the physical channel benefited.

Against this market backdrop, the Mondadori Group Trade publishing houses recorded sell-out value growth of 2.2% in the first quarter compared with the corresponding period of the previous financial year, with growth concentrated in February and March (+7% and +2.3% respectively). January, by contrast, was affected by both the comparison with the same period of the previous financial year, when the highly successful title “Spera. L’autobiografia” (Hope. The Autobiography) by Pope Francis was published by Mondadori and by certain logistics inefficiencies deriving from the operator change.

In Q1 2026 the Mondadori Group confirmed its leadership position in the domestic market, with a market share of 26.1%, and placed four titles in the top ten bestsellers.

In Q1 2026, revenue from the Area amounted to € 89.2 million, up by 2.8% versus € 86.8 million in the same period of the previous financial year. At like-for-like Euro/Dollar exchange rates, the Area’s comprehensive growth came to over 4%.

Adjusted EBITDA amounted to € 10.4 million, up by 9.1% compared with € 9.6 million in the first three months of 2025, attributable both to higher margins generated by strong publishing performance and to a reduction in the percentage incidence of the cost structure.

• EDUCATION BOOKS AREA

School textbooks experience a typical seasonal performance that sees sales concentrated in the second half of the year following the adoption campaign: consequently, revenue from the first three months of the year is not representative of the whole year trend as it typically accounts for less than 5% of the annual figure.

In the first quarter of 2026, the Area’s revenue amounted to € 7.8 million, a decline of 9.8% compared with the € 8.7 million in the first quarter of 2025.

Adjusted EBITDA for the Education Books area in the first quarter of FY 2026 amounted to € -15.1 million, compared with € -13.2 million recorded in the corresponding period of 2025, mainly due to temporary factors, including higher promotional expenses related to an earlier commercial marketing campaign, also resulting from changes to school curricula introduced by the New National Guidelines.

• RETAIL AREA

As already mentioned, during the first quarter of 2026, the book market in Italy recorded growth of 3.4%2 compared with the same period of the previous financial year.

Within this context, a divergent trend emerged between the excellent performance of the physical channel (+6.6%), which benefited from the effects of the refinancing of the Library Fund (Fondo Biblioteche), and the contraction of the online channel (estimated at -2.2%).

Against this backdrop, in the first quarter of 2026, the Mondadori Group’s Retail area confirmed the resilience of its business model, reporting growth in EBITDA despite a slight decline in e-commerce revenue, attributable to temporary logistics disruptions linked to the transition to a new operator.

In the first quarter of 2026, the Group confirmed its leadership in the physical channel, where its market share is close to 20%, while overall market share stood at 12.7%.

Sell-out of book products increased by 1.7%.

Overall, in the first quarter of FY 2026, the Retail area recorded revenue of € 46.3 million, down slightly (-1.7%) compared with € 47.1 million in the corresponding period of the previous financial year due to the exogenous factors already described (logistics services).

Excluding this non-recurring effect, Mondadori Retail recorded solid growth of 2.3% (€ +1.1 million), confirming the strength of the physical channel business.

Adjusted EBITDA amounted to € 2.8 million, representing significant growth of approximately 23% compared with € 2.2 million in the same period of the previous financial year (€ +0.5 million). This increase was driven by the positive performance of the physical channel: the high margins generated by physical stores (both directly managed and franchised) more than fully offset the decline in on-line revenue.

• DIGITAL AREA

With effect from 1 January 2026, all digital activities held by Mondadori Media S.p.A. were transferred, as a result of an intragroup demerger, to the newly established Mondadori Digital S.p.A., wholly owned by the parent company Arnoldo Mondadori Editore S.p.A..

Also consolidated within the scope of the new Digital area are the results of Edilportale.com S.p.A. – a company operating internationally, including through the Archiproducts brand, in the development of content, services and platforms for the architecture, design and construction markets – in which Arnoldo Mondadori Editore S.p.A. completed the acquisition of a majority stake (58.84%) on 15 January 2026.

In the first quarter of FY 2026, the Digital area recorded revenue of € 24.2 million, reporting significant growth of more than 30% compared with the previous financial year, driven by the combined effect of the change in scope – linked to the consolidation of Edilportale.com – and strong business performance, particularly in MarTech activities: organic growth in the quarter under review stood at 5.3%.

Adjusted EBITDA came to € 3.3 million, showing growth of 68.2% compared to the same period of the previous year, mainly due to the consolidation of Edilportale.com and higher revenue recorded by all other digital businesses.

• MEDIA AREA

In the first quarter of 2026, revenue in the Media area amounted to € 16.5 million, up by 6.3% compared with 31 March 2025, driven by the increase in add-on sales recorded during the period under review, which more than offset the decline in circulation.

Adjusted EBITDA amounted to € 2.3 million, compared with € 3.5 million in the corresponding period of the previous financial year, with a reduction mainly attributable to lower income from government grants of € 0.4 million and advertising costs incurred during the quarter for the launch of new add-on sales initiatives.

2026-2028 PERFORMANCE SHARE PLAN: ASSIGNMENT OF RIGHTS

The Board of Directors, with the support of the Remuneration and Appointments Committee, resolved on the assignments to the beneficiaries of the rights relating to the 2026-2028 Performance Share Plan, established by resolution of the Shareholders’ Meeting of 21 April 2026.

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 21 April 2026 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 authorised storage mechanism “1info” to the contents of which reference should be made.

DETERMINATION OF SHARES ATTRIBUTABLE TO THE 2025 SHORT-TERM INCENTIVE PLAN (MBO)

The Board of Directors, with the support of the Remuneration and Appointments Committee, has determined – after verifying the achievement of the relevant individual and Group performance targets – the number of Arnoldo Mondadori Editore S.p.A. shares attributable to the beneficiaries of the Short-Term Incentive Plan (MBO) for FY 2025, established by resolution of the Shareholders’ Meeting of 16 April 2025.

In particular, the plan envisages, on a voluntary basis, the conversion into Arnoldo Mondadori Editore S.p.A. shares of a percentage component equal to 15% or 30% of the variable remuneration (MBO) accrued in connection with FY 2025, 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 2028, following a 24-month deferral period from the vesting date of the 2025 MBO.

The detailed terms and conditions of the 2025 short-term incentive plan (MBO) 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 authorised storage mechanism “1info” 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 2026 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 2026, 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 5.00 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:

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 11971/1999 – Remuneration plans based on financial instruments: 2026-2028 Performance Share Plan
6. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation 11971/1999 – Remuneration plans based on financial instruments: 2025 Incentive Plan MBO

Mondadori Group announces that, today, following the agreement signed and previously disclosed on 15 April, it has completed the acquisition of Hoepli S.p.A.’s school publishing business unit. The transaction will be effective as of today.

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 2025.

The results of the draft annual financial statements and consolidated financial statements as at 31 December 2025, presented by the CEO, Antonio Porro, and approved by the Board of Directors on 19 March, were already disclosed to the market on the same date.

The Parent Company’s income statement at 31 December 2025 recorded the same net profit as in the consolidated financial statements of € 54 million, as the Company has chosen to use the equity method to measure its investments in the separate financial statements.

In accordance with the proposal submitted by the Board of Directors, as announced on 19 March, the Shareholders’ Meeting approved the distribution of a dividend of € 0.154, gross of withholding taxes, per ordinary share (net of treasury shares) outstanding at the following record dates.

The total dividend amounted to approximately € 40 million, up by approximately 10% versus the prior year. This represents a payout of nearly 75% of the net profit for 2025 and a dividend yield of 7.3% based on the share price of 31 December 2025.

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”).

In compliance with the provisions of the “Regulations for markets organised and managed by Borsa Italiana S.p.A.” and in line with the previous year, the dividend will be paid in two equal tranches as follows:

• from 20 May 2026 (payment date), a unit amount of € 0.077 for each ordinary share (net of treasury shares) outstanding at the record date of 19 May 2026, date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF, with ex-dividend date no. 27 on 18 May 2026 (ex date);
• from 25 November 2026 (payment date), a unit amount of € 0.077 for each ordinary share (net of treasury shares) outstanding at the record date of 24 November 2026, date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF, with ex-dividend date no. 28 on 23 November 2026 (ex date).

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 this report.

Renewal of the authorization to purchase and dispose of treasury shares

Following expiry of the term of the previous authorization approved on 16 April 2025, 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 Issuer Regulation:

• 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;
• seize 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 2026 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, which – considering the treasury shares already held by the Company and the shares that may possibly be purchased 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. 596/2014 (“Permitted Market Practices”).

Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 1052/2016 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, 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 legal and regulatory provisions, 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. 1052/2016. 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. 1,460,697 treasury shares, equal to 0.558% of the share capital.

For any further information on the authorisation to purchase and dispose of treasury shares, please refer to the Directors’ Explanatory Report pursuant to Article 125-ter of the TUF, available on the Company website www.mondadorigroup.com, Governance/Shareholders’ Meeting section and on the authorised storage mechanism “1Info”.

2026-2028 Performance Share Plan establishment

The Shareholders’ Meeting, pursuant to Article 114-bis of the TUF and in line with previous financial years regarding medium-long term remuneration, approved the establishment of a Performance Share Plan for the three-year period 2026-2028 intended for the Chief Executive Officer, the CFO – Executive Director and a number of Managers of Arnoldo Mondadori Editore S.p.A. 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 19 March 2026.

Specifically, the Plan envisages the assignment to the beneficiaries of rights to the free allocation of Mondadori 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 plan’s three-year period.

These targets are structured to include (i) shareholder remuneration indicators, (ii) 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 (iii) indicators of a non-operating/financial nature linked to ESG issues.

For a detailed description of the 2026-2028 Performance Share Plan, the recipients and the characteristics of said Plan, please refer to the information document, prepared in accordance with Article 84-bis of the Issuers’ Regulations, approved by the Board of Directors, and to 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”.

2026 Short-Term Incentive Plan (MBO) adoption

The Shareholders’ Meeting also resolved to adopt a Short-Term Incentive Plan (MBO) for the financial year 2026, which is reserved for the same beneficiaries as the 2026-2028 Performance Share Plan, sets out the criteria for determining the annual variable remuneration (MBO) for the 2026 financial year, subject to the achievement of specific individual and Group performance targets, and that 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 2026 Short-Term Incentive Plan (MBO), the recipients and the characteristics of said Plan, please refer to the information document, prepared in accordance with Article 84-bis of the Issuers’ Regulations, approved by the Board of Directors, and to 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”.

The Mondadori Group announces that, following the submission of the offer announced on 25 March, and after discussions with the Liquidator, an agreement has been signed for the acquisition of the school textbook publishing business unit of Hoepli S.p.A..

The transaction is expected to be completed by the end of the first half of the current financial year, subject to the fulfilment of certain conditions precedent.

Arnoldo Mondadori Editore S.p.A. hereby announces that the following documents relating to the Ordinary Shareholders’ Meeting convened for 21 April 2026 in first call (22 April 2026 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 2025, which includes the draft financial statements, the consolidated financial statements for the year ended 31 December 2025, 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 2025;
• Independent Auditors’ report on the audit of the consolidated financial statements as at 31 December 2025;
• 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 2025 is also made available in the manner described above.

The Mondadori Group announces that today it has submitted to the Liquidator, appointed on 10 March by the Shareholders’ Meeting of Hoepli S.p.A., an offer for the acquisition of the business unit relating to the school textbook publishing activities of the historic Italian publishing house.

Any further developments will be disclosed to the market in due course.

Arnoldo Mondadori Editore S.p.A. hereby announces that the following documents have been made available to the public at the Company’s registered office, on the website www.mondadorigroup.com (under the Governance/Shareholders’ Meeting section), and at the authorised storage mechanism “1Info” (www.1info.it):

• call notice for the Ordinary Shareholders’ Meeting convened on 21 April 2026 in first call (22 April in the event of a second call);
• Directors’ Explanatory Reports, pursuant to Article 125-ter of Legislative Decree No. 58 of 24 February 1998, on each of the items on the agenda of the Shareholders’ Meeting;
• Information document, pursuant to Article 84-bis of the Consob Issuers’ Regulation No. 11971/1999, relating to the Performance Share Plan for the 2026-2027-2028 three-year period;
• Information document, pursuant to Article 84-bis of the Consob Issuers’ Regulation No. 11971/1999, relating to the 2026 Short-Term Incentive Plan (MBO).

The additional AGM documentation will be made available, in the manners above, within the time limits of current laws.