Corporate

The Mondadori Group announces today that essential terms and conditions have been defined for the acquisition, by its subsidiary Mondadori Media, of 51% of the share capital of Waimea S.r.l., that holds all the intellectual property and economic exploitation rights pertaining to the image of Benedetta Rossi and Marco Gentili. Waimea is 97.9% owned by Benedetta Rossi and Marco Gentili (individually and through the company Maui Media) and 2.10% in equal amounts by Emiliano Messeni and Marco Iacobellis.

Benedetta Rossi is Italy’s best-known creator in the food & cooking sector. Her content creation activities range from the digital sphere – where she has a total social media fan base of over 17 million followers and 4 million unique monthly users of her website (Audiweb, May 2024) – to traditional media including, in particular, TV, where she has for many years starred in various programmes dedicated to cooking. Benedetta Rossi is also the most important cookbook author of recent years, with 9 books published with the Mondadori Group between 2016 and 2023, selling over 1.5 million copies in total.

As a result of this transaction, through the coordinated and synergistic management of activities linked to the Fatto in casa da Benedetta and GialloZafferano brands, the Mondadori Group intends to create the leading multimedia player in the food & cooking sector, both in digital and traditional media. The more than 87 million followers worldwide that Benedetta and GialloZafferano together will be able to reach will make them the world’s second most important social media operator in the food & cooking sector (internal processing of market data).

Antonio Porro, CEO of the Mondadori Group, commented: “Welcoming Benedetta Rossi and her brand into the perimeter of the Mondadori Group will allow us to achieve synergies on different levels: audience, content production and, more generally, know-how, particularly through a series of initiatives that will involve our different business areas. As a result of this acquisition, we are certain to become one of the leading global multimedia players in the food & cooking sector, an area of national pride”.

Benedetta Rossi commented: “We have been working with the publishing houses of the Mondadori Group for many years and have established a strong relationship of trust. Given Mondadori’s significant digital experience in the food sector, when with Marco we took the decision to strengthen our structure with a view to consolidating what we had achieved, and lay the foundations for a further development phase, it came naturally to think of the Mondadori Group as the best business and strategic partner”.

Future development will rest on the centrality of Benedetta Rossi as the person who can guarantee quality and reliability. The strategic partnership is also intended, through greater investment aimed at growing the company through which Benedetta currently operates, to broaden the media success already achieved in the food & cooking sector into new neighbouring sectors and towards new opportunities, even by diversifying the current business model.

The transaction involves the initial acquisition by Mondadori of 51% of the share capital of Waimea – whose revenues and EBITDA in 2023 amounted to € 4.5 million and € 2.7 million respectively – on terms that reflect an Enterprise Value (for 100% of the company) of € 13.5 million, on a cash&debt free basis. Consequently, the price, which will be paid in full in cash on the closing date, is € 6.9 million. The terms of the transaction also provide for a variable component (so-called earn-out) – to be defined on the basis of the results of the two-year period 2023-2024 and of the financial year 2026 – the value of which, also due a contractual “cap” mechanism, is expected to reach a total amount not exceeding € 3.2 million. Following the acquisition, the ownership structure of Waimea will see Mondadori Media holding 51% and Benedetta Rossi and Marco Gentili (through Maui Media) 49%.

The agreements signed also provide for put & call options on a further 19% stake in Waimea’s share capital (exercisable after the approval of the 2028 financial statements), the exercise terms/strike price of which are linked to Waimea’s performance (turnover and EBITDA) in 2028. Exercising these options would allow Mondadori Media to increase its stake in the company to 70%, while keeping Benedetta Rossi and Marco Gentili shareholders at 30%, consistent with the long-term strategic partnership established by the transaction.

Benedetta Rossi and Marco Gentili will remain directors with full autonomy in the management of the business. Advertising sales will continue to be managed by the advertising concessionaire Talks.
Finalisation of the offer documentation and closing of the transaction are expected to take place by the end of 2024 and will be promptly disclosed to the market.

Debuting on 5 September with an essay by Tony Blair on the art of governing is the new Silvio Berlusconi Editore, a publishing house founded by Mondadori Group with the purpose of focusing on liberal and democratic thought.

‘Silvio Berlusconi Editore,’ explains Marina Berlusconi, President of the Group ,‘will have a very precise objective: fighting for the concept of freedom and giving a voice to its broadest variations, while remaining absolutely separate from any form of political militancy. We decided to name this new publishing house after my father, Silvio Berlusconi, because his projects, his achievements, his life were founded on freedom. With no compromises. Talking about freedom today is more important than ever. Our society, Western society, appears increasingly threatened: wars, strengthening autocratic regimes, and the aversion that not a few of us show for the values our history was built on, starting with the most precious asset we have, freedom. An asset that we now see called into question.

Series

The publishing house will release a limited number of titles each year, divided into two series. The first, ‘Biblioteca’, will collect important books to be published or republished, translated for the first time or translated again, but classic books nevertheless, either already recognised or destined to become so. ‘Libera’, the second series, is dedicated to contemporary authors tackling open questions on current events. In fact, the publisher aims to alternate past and present beyond any scheme, while focusing on both literature and non-fiction, Italian and foreign authors.

Titles Being Released

With On Leadership. Lessons for the 21st Century, Tony Blair has written a manual for ‘an art of good governance’ that he wished he had known when he began his long political career. A synthesis of lessons in leadership from years of experience at the top of a large, long-standing liberal democracy.

A work that answers some fundamental questions: How can we prioritise and deal with crises? How can we balance short-term victories with long-term structural changes? What is the best way to attract investment, to reform healthcare or education and to ensure citizen safety? And what should governments do to take advantage of the enormous opportunities of the 21st-century technological revolution? A decade at the helm of the United Kingdom, a commitment to supporting developing countries, working for peace in the Middle East and the fight against extremism have given Tony Blair the tools to judge today’s political situation clearly, immersing himself in various and often conflicting settings and scenarios.

Together with the release of On Leadership, two classics published in the ‘Biblioteca’ series enhance the Silvio Berlusconi Editore line. Voltaire’s Letters on the English, a work written in 1727 and 1728, during the author’s stay in England, recounts the political model of the parliamentary monarchy, religious tolerance, and the dynamism of a society in which scientists and men of culture played a fundamental role, in contrast to the tyrannical French feudal model. In this edition, the French philosopher’s classic is translated for the first time from English, the language in which it was written almost in its entirety.

The classics in the ‘Biblioteca’ series also include The Passing of an Illusion by François Furet, a historian known for his studies on the French Revolution and long-time director of the École des hautes études en sciences sociales in Paris. This is a fundamental work of 20th-century history that seeks to understand the influence that communist ideas long exerted on Western intellectuals, despite the tragic experiences that marked it, first in the USSR, and then in other countries.

2025

With his eyes on Russia, more modern this time, Alexander Baunov, a philologist of antiquity, has written The End of the Regime, a book that has become a bestseller in his homeland as a symbol of resistance to Putin. The first translation in the world will be published in 2025 by Silvio Berlusconi Editore in the ‘Libera’ series.  The work focuses on an analysis of the fall of the regimes of Francisco Franco in Spain, António Salazar in Portugal and the colonels in Greece, capturing moments in the transition from dictatorship to democracy. Without ever explicitly mentioning them, analogies with the contemporary history of Putin’s Russia, are the key to grasping the different historical frameworks analysed by Baunov.

Also coming out in bookshops in 2025 is I giorni contati, a new essay by Ernesto Galli della Loggia in the ‘Libera’ series. Without making allowances, the historian and editor of ‘Corriere della Sera’ addresses the state of Western civilisation, which is denying its roots and no longer seems to remember its values. Rather than inviting us to feel sorry for ourselves, the diagnosis is a combative call to resistance, a reprimand to remember who we are and fight for our existence.

In 2025, the ‘Libera’ series will also publish Ragazzi di carta velina by Walter Siti, editor of the works by Pier Paolo Pasolini and winner of the Strega Prize in 2013 with Resistere non serve a niente. The great writer reflects on the fragility of children, making it an interpretative paradigm that runs through many of the changes taking place in our society. In his analysis, Siti chooses the language of the latest generation as a starting point to understand the dynamics of a social context in which no one wants to offend and everyone considers themselves a victim.

Finally, Bourgeois Virtues, Bourgeois Dignity and Bourgeois Equality are the titles of Deirdre N. McCloskey’s ‘Bourgeois Trilogy’, which will be published in the Silvio Berlusconi Editore ‘Biblioteca’ series next year. The author, a Senior Fellow at the Cato Institute in Washington D.C. and Professor Emerita at the University of Illinois Chicago, aims to show that capitalism and bourgeois values are a pillar of social, economic and cultural progress, in contrast to certain prejudices that persist in the public debate.

Starting on 26 June 2024, www.silvioberlusconieditore.it will be online with the first previews.

The following is Annex 3F of the Consob Issuers’ Regulation on the payment of shares held as treasury shares to the beneficiaries of the 2021/2023 Performance Share Plan.

Arnoldo Mondadori Editore S.p.A. informs that the updated Bylaws, following the resolutions adopted by the extraordinary shareholders meeting held on April 24, 2024, is available at the registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.mondadorigroup.com (Governance section).

The Mondadori Group has launched PLAI, the start-up accelerator designed to transform ideas, based on exploiting artificial intelligence, into successful entrepreneurial initiatives. PLAI will offer them a distinctive field of application and an industrial outlet both at the publishing house and with the initiative’s partners.

With PLAI, the Mondadori Group defines the following goals:

• set up a technology hub to identify highly innovative initiatives in its business sectors – publishing, education, retail, media and advertising;
• acquire a central role in the artificial intelligence revolution, becoming the core of a national and international community of innovators;
• create industrial value and competitive advantage through targeted investments in AI start-ups.

“Artificial intelligence is rapidly transforming many markets. In a scenario in which generative AI makes content creation and processing a feasible prospect by revolutionising the way any activity is carried out, we want to give a strong impetus in terms of knowledge and informed use of AI in all our business areas,” says Antonio Porro, CEO of the Mondadori Group. “As a leading media publisher, we want to play a central role in the Gen AI ecosystem to lead the industry as a trendsetter, attract talent and offer our customers new products and services. PLAI, our accelerator, was conceived with this goal in mind,” concludes Porro.

PLAI will operate in the pre-seed and seed phases by selecting, for each annual acceleration cycle, 10 Italian and international start-ups that will be supported with an initial investment of EUR 100,000 each, in exchange for a minority share. The Mondadori Group’s overall financial commitment is approximately EUR 6 million, to be invested over the three-year period 2024-2026.

In addition to capital, the accelerator will provide start-ups with concrete AI application areas, structured training and mentorship courses, besides the opportunity to participate in networking events. This will also be achieved with the unique set of skills and assets of relevant Italian and international partners, who have decided to join the Mondadori Group’s initiative, precisely, Startupbootcamp, I3P, Amazon AWS, PwC Italy, Multiversity, GroupM, Codemotion and Datapizza.

Core Operational Allies

• Startupbootcamp, Europe’s first start-up accelerator and a leading global network, will support the PLAI team during every stage of the project, contributing significantly in terms of international scouting, and providing its network of experts and mentors. PLAI and Startupbootcamp teams will cooperate intensively, sharing the same workplace. This partnership is an important part of Startupbootcamp’s vision to accelerate 100,000 technologies featuring a positive impact on the planet and society by 2030.
• I3P, the incubator of Politecnico di Torino, which supports the creation and development of innovative, technology-intensive start-ups, will support PLAI at all stages of the acceleration process, especially by enriching its training offer with more than 10 dedicated workshops.

Strategic collaboration HUB

• Amazon Web Services (AWS) will offer start-ups credits for using the AWS cloud featuring over 200 services, including those dedicated to Machine Learning and Generative Artificial Intelligence, as well as access to AWS’ team of AI experts.
• Multiversity, a leader in the world of education and a pioneer in generative AI applied to digital education, will provide its academic expertise in the technology transfer process, thus creating an ideal ecosystem for the success of start-ups in this field.
• GroupM will provide innovation and expertise in marketing, media and digital technology to bring start-ups closer to customers’ actual business environments.
• PwC Italia will support the PLAI team by providing its expertise acquired in the publishing and media market, and in innovation management processes, by contributing to scouting and training phases for start-ups, and by assisting the PLAI team as strategic advisor.

Communication & Networking

• Codemotion will involve network experts and support the PLAI community’s creation to enhance the programme by fostering meetings with its community of more than 250,000 developers through dedicated events and contests, and participation in the annual conference, a landmark for developers in Italy.
• Datapizza will support the PLAI community’s growth by creating synergies with Gen AI experts, and by reporting on the initiative on the Italian Media Tech, which counts 15 million organic impressions each month.

Where

PLAI‘s DNA is enclosed in the name, a pun that turns play into PLAI, with the addition of the AI factor. It symbolises a dynamic environment, a genuine playground for start-ups that are set and ready to explore and revolutionise the field of generative AI. The PLAl-Ground, a physical meeting and working place at the WAO PL7 space in via Lambertenghi 8, Milan, designed to stimulate creativity and discussions, and to accelerate the implementation of ambitious projects, will be placed at the disposal of start-ups.

Next steps

As of today, start-ups may apply to be examined and selected to access the acceleration programme promoted by PLAI. The selection phase for the 10 start-ups in the first cycle will end with the selection day in mid-September, while the four-month acceleration period will start in October. During this phase, each start-up will benefit from more than 50 hours of dedicated workshops conducted by Italian and international experts, and 20 hours of tailored mentorship. They will have the opportunity to apply their idea both within the Mondadori Group and at PLAI’s partners. In January, a Demo Day will be organised to introduce the start-ups to the market. They will make themselves known to investors and companies, and thus initiate a further important stage of development.

PLAI’s Chairman will be Antonio Porro, Chief Executive Officer of the Mondadori Group, while the CEO will be Stefano Argiolas, Chief AI Officer of the Mondadori Group and founder of Hej!,the start-up acquired by the Mondadori Group in 2021. It offers AI-driven performance marketing solutions.

Moreover, the PLAI team’s strategic decisions will be supported by an Advisory Board comprising a group of established professionals, academics and managers with wide-ranging expertise in AI and business development. They are determined to highlight and push the most promising start-ups to new heights. Advisory Board members are listed below: Alessandra Antonelli, Paola Bonomo, Marco Bressani, Luciano Catoni, Paola Colombo, Guido Di Fraia, Matteo Flora, Luca La Mesa, Marco Magnaghi, Paolo Merialdo, Paola Mogliotti, Giangiacomo Olivi, Giulio Ranucci, Alceo Rapagna, Maurizio Romandini, Chiara Russo, Massimo Sideri and Franco Spicciariello.

Are you ready to PLAI?
www.plai-accelerator.com

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 2024 presented by Chief Executive Officer Antonio Porro.

“I am very pleased with the economic and financial results achieved in the first quarter. Despite this being the seasonally less relevant period of the year, they allow us to confirm the outlook for the 2024 financial year. Furthermore, in the first few months of the current financial year our Group continued to develop its core businesses, focusing in particular on strengthening its presence in book publishing. We finalised the acquisition of 51% of Star Shop, a distribution and sales outlet management company operating in the comics segment, consolidated since 1st February, and, just a few weeks ago, we completed the acquisition of 100% of Chelsea Green Publishing, a publishing house focused on sustainability issues, which not only allows us to diversify our editorial portfolio, but marks a further step forward in our growth journey outside the Italian trade market, in the United States and the United Kingdom”, says Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group.

Consolidated revenues for Q1 2024 amounted to € 166.1 million, having grown by 3.8% on Q1 2023 (€ 160 million). Net of the change in consolidation scope between the two periods under review, resulting from the consolidation of Star Shop, organic revenue growth was 1.5%.

Adjusted EBITDA for Q1 2024 was € 4.8 million, up 9.3% on the € 4.4 million recorded for the same period of 2023, mainly thanks to the performance of the Trade BOOKS and RETAIL areas.

EBITDA for Q1 2024 came to € 5.7 million, compared to € 4.7 million as at 31 March 2023, showing an improvement of approximately € 1.1 million (+22.7%) due to the favourable dynamics of the management and extraordinary components.

The Mondadori Group’s EBIT for Q1 2024, negative by € 8.7 million, was € 0.5 million lower than the first three months of 2023 owing to the higher amortisation and depreciation recorded in the period, amounting to € 1.5 million, resulting both from the greater investments made in the last twelve months (€ +1 million, including € 0.25 million for the new flagship store project in Piazza Duomo) and from the accounting effects of the Purchase Price Allocation process (€ +0.5 million compared to Q1 2023) connected with the M&A transactions completed during 2023, particularly in the Trade BOOKS area.

Financial expense grew by 0.2 million in total as a result of greater charges linked to the IFRS 16 debt.

The consolidated result before tax for Q1 2024 is negative by € 10.2 million, down by approximately € 1.4 million from the € -8.8 million recorded on 31 March 2023, mainly due to a lower contribution (of approximately € 0.7 million) from the earnings of associates, which in the first quarter of 2023 benefited from a non-recurring component resulting from the fair value revaluation of the investment in the company A.L.I. of € 1.3 million.

The tax component for Q1 2024 is positive by € 4.1 million compared to € 3.6 million as at 31 March 2023 due to the lower pre-tax result.

The net profit attributable to the Group as at 31 March 2024 was negative by € 7.1 million, down compared to the net loss recorded in the first quarter of 2023 (€ -5.2 million) of approximately € 2 million, half of it deriving from the dynamics already mentioned and the remaining part linked to the greater share of the result pertaining to third parties (€ 1 million).

The Net Financial Position excluding IFRS 16 as of 31 March 2024 was € -133.3 million (net debt), an improvement of more than € 17 million compared to € -150.7 million in Q1 2023, due to significant cash generation by the business and despite the dividend distribution cash-out and the acquisition of Star Shop. The IFRS 16 Net Financial Position as of 31 March 2024 amounted to € -205.5 million (net debt), from € -220.8 million in 2023, due to an IFRS 16 debt component of € -72.3 million.

Cash flow from ordinary operations (after cash-out for financial expense and tax) in the twelve months prior to 31 March 2024 amounted to € 69 million and allows the Group to continue to strengthen its financial structure. Extraordinary cash flow was negative by € 19.2 million, mainly due to net cash-outs related to acquisitions and disposals of around € 10 million and restructuring costs of around € 5 million.

Consequently, LTM Free Cash Flow at 31 March 2024 was positive for € 49.8 million, confirming the Group’s capacity to finance its inorganic growth policy and shareholder remuneration policy.

PERFORMANCE OF BUSINESS AREAS

Trade BOOKS AREA

The first three months of 2024 saw a slight decline of 3.8% (in value) in the book market, resulting in particular from the trend in the months of January-February; in fact, the performance in March decidedly bucked the trend, showing an increase of 8.2% on the previous year.
In this context, the Mondadori Group’s publishing houses recorded a 4.7% drop compared to the first three months of 2023, which had however benefited from the publication of “Spare. Il minore” (Spare), the highly successful biography of Prince Harry published by Mondadori. Net of the revenue made from this book in 2023, Q1 2024 shows growth of 1.8% and therefore a significantly better performance than the reference market.

The Mondadori Group maintained its national leadership with a market share of 27.2% as of March 2024.

Revenue for Q1 2024 increased by 4.2%, 1.7% net of the consolidation of Star Shop: despite the first quarter of 2023 having benefited from the huge success of the publication of “Spare. Il minore” (Spare), the biography of Prince Harry published by Mondadori. This positive result is attributable in particular to the quality of the editorial plan implemented by the publishing houses and to several special initiatives, as well as to the growth in digital revenues.

The Adjusted EBITDA of the Trade BOOKS area for Q1 2024 stood at 14.8 million, having grown by approximately 12% (€ 1.6 million), largely due to the improved profitability of the publishing houses.

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 2024 are unavailable at this time. For the same reasons, revenue achieved in the first three months typically represents less than 5% of the annual figure.

In the first quarter of 2024, the school textbooks business recorded an overall revenue of € 9.2 million, up 8.4% compared to Q1 2023 (€ 8.5 million) with a positive change attributable to the advance on supplies to top accounts, and therefore showing a performance that is not representative of the trend for the entire financial year.

Adjusted EBITDA in the first quarter of 2024 stood at € -13.8 million compared to € -11.7 million in the same period of 2023, as a result of the advanced production of the new textbooks made available to the sales network to support their promotion. 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 previously stated, there was a 3.8% decline (in value) in the book market in Italy in the first three months of 2024 compared to the same period of 2023. In this context there was a substantial stability of the physical channel (+0.4%) and a simultaneous negative trend in the online channel (estimated at -9.8%).
The Mondadori Group’s RETAIL area, however, recorded growth of 2.7% in Q1 2024, with a better performance compared to the market. Consequently, Mondadori Retail’s market share in the Book product stands at 12.5% (up 0.8% compared to 31 March 2023), driven by an excellent performance of direct and franchised stores.

In the first three months, revenue amounted to € 43.8 million, a 9% increase compared to the first quarter of 2023, also due to the consolidation of Star Shop’s retail activities. Organic growth amounted to 5.2%, driven by the Book product, sales of which increased by +4.9% (€ +1.6 million).
In the first three months, the RETAIL area presented an Adjusted EBITDA of € 2.3 million, highlighting growth of over 35% compared to the first quarter of 2023 (€ +0.6 million), attributable to the growth in revenues, in particular of the Book product, and the continued development and renewal of the direct store network.

MEDIA AREA

In the first two months of 2024, the advertising market (excluding search, social, classified and OTT) showed an increase of 4% compared to the previous year.
In Q1 2024, the MEDIA area recorded revenues of € 32 million, a slight decrease of 1% due to the effect of the traditional business, mainly resulting from the structural contraction of joint sales. Conversely, the digital business, which accounts for approximately 42% of the area’s revenues, show an overall growth in advertising revenues of 25% resulting in particular from the positive performance of the MarTech segment and the excellent results of the social agency activities launched in early 2023.

The Adjusted EBITDA of the MEDIA area in the first quarter of 2024 stood at € 3.2 million, having grown by approximately 11% compared to the previous year, owing to the performance of the digital business, the constant improvement in operational activities and the reduction in the cost of paper.

OUTLOOK FOR THE YEAR

In light of the results achieved in the first quarter and the reference markets scenario, the Group believes it can confirm the previously communicated guidance for the 2024 financial year.

Income Statement

• low single-digit revenue growth;
• mid single-digit growth in the Adjusted EBITDA, with margins expected to remain stable at around 17%, thanks to targeted pricing policies and the further reduction of paper and printing costs.

Financial data

In the financial year 2024, the Group is expected to confirm the significant cash generation capacity and therefore an Ordinary Cash Flow of around € 70 million.

2024-2026 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 2024-2026 Performance Share Plan, established by resolution of the Shareholders’ Meeting of 24 April 2024. 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 terms and conditions of the Plan 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.gruppomondadori.it Governance section and on the storage mechanism www.1info.it to the contents of which reference should be made.

PUBLICATION OF THE MINUTES OF THE SHAREHOLDERS’ MEETING

Arnoldo Mondadori Editore S.p.A. informs that the minutes of the Ordinary and Extraordinary Shareholders’ Meeting held on 24 April 2024 are available on the authorised storage mechanism 1Info (www.1info.it), in the Governance section of the Company website www.mondadorigroup.com and at the Company’s registered office.

The Interim Management Statement at 31 March 2024 is made available by today through the authorised storage mechanism 1Info (www.1Info.it), on www.mondadorigroup.com (Investors section) and at the registered office.

The presentation of the results at 31 March 2024, 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 4.00 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. 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

The Mondadori Group reports that its subsidiary Rizzoli International Publications Inc. has finalised – in execution of the agreement signed and already disclosed on 15 April – the acquisition of 100% of the share capital of Chelsea Green Publishing Company.

As previously disclosed, the consideration for the acquisition, paid fully in cash at closing, was set at $ 5 million (on a debt and cash free basis) and will be subject to adjustment according to the Net Financial Position at the date of completion of the acquisition.

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 2023.

The Parent Company’s income statement at 31 December 2023 shows the same net profit as in the consolidated financial statements of € 62.4 million (€ 52.1 million in 2022), 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 14 March, the Shareholders’ Meeting approved the distribution of a dividend 0.12 euros, gross of withholding taxes, per ordinary share outstanding at the following record dates (net of treasury shares).
The total dividend amounted to approximately € 31 million, up by 9% compared to the previous year: this amount corresponds to a pay-out of 50% of the net profit for 2023 and a dividend yield of almost 6% (as of 31 December 2023). The amount 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 as already announced, the dividend will be paid in two equal tranches:

• unit amount of € 0.06 for each ordinary share (net of treasury shares) outstanding at the record date stated below, from 22 May 2024 (payment date), with ex-dividend date no. 23 on 20 May 2024 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 21 May 2024;
• unit amount of € 0.06 for each ordinary share (net of treasury shares) outstanding on the record date stated below, from 20 November 2024 (payment date), with ex-dividend date 24 on 18 November 2024 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 19 November 2024.

APPOINTMENT OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER

The Meeting appointed the new Board of Directors; the 12 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2026.

The Board was elected based on the lists submitted by the shareholder Fininvest S.p.A., holder of no. 139,355,950 shares, equal to 53.299% of the share capital and 69.853% of the voting rights, and by a grouping of shareholders formed of asset management companies and institutional investors holding a total of no. 15,660,100 shares, equal to 5.989% of the share capital.

The members of the new Board of Directors are:

• Marina Berlusconi (Chairman), Antonio Porro, Pier Silvio Berlusconi, Alessandro Franzosi, Danilo Pellegrino, Elena Biffi, Francesco Currò, Cristina Rossello, Paola Elisabetta Galbiati, Marina Rubini, Riccardo Perotta (from the majority list presented by the shareholder Fininvest S.p.A.);
• Pietro Bracco (from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 79.40% of the votes cast at the Meeting. The composition of the Board of Directors complies with the provisions on gender equality set out in Article 147-ter, paragraph 1-ter of the TUF.

After the Shareholders’ Meeting, the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, appointed Antonio Porro as Chief Executive Officer and General Manager.

The Board of Directors then assessed and ascertained the meeting of the independence requirements, pursuant to Article 148, paragraph three of the TUF and the Corporate Governance Code, for Directors Elena Biffi, Paola Elisabetta Galbiati, Marina Rubini, Riccardo Perotta and Pietro Bracco.

In making its assessments, the Board referred – taking account, among other things, of the provisions of Article 2, recommendation 7 of the Corporate Governance Code – also to the “Policy concerning the criteria for assessing the independence requirements of directors”, already adopted by Mondadori, which governs the criteria for the significance of commercial, financial or professional relationships or additional remuneration that may compromise the independence requirement.

The Board also:

• approved the composition of the board committees, in accordance with the principles set by the Corporate Governance Code, as follows:
• Control, Risk and Sustainability Committee: Paola Elisabetta Galbiati (Chairman), Pietro Bracco and Cristina Rossello;
• Remuneration and Appointments Committee: Elena Biffi (Chairman), Paola Elisabetta Galbiati and Cristina Rossello;
• Related Party Committee: Riccardo Perotta (Chairman), Elena Biffi and Marina Rubini;
• appointed Paola Elisabetta Galbiati as Lead Independent Director;
• confirmed Alessandro Franzosi as Financial Reporting Manager.

The executive Directors are: Marina Berlusconi since the Chairman, while not having any specific management powers, partakes, together with the Chief Executive Officer, in the drafting of corporate strategies to be submitted to the approval of the Board of Directors; Antonio Porro (Chief Executive Officer); Alessandro Franzosi, who qualifies as an Executive Director given his directorships in the Company associated with his role as Administration, Finance and Control Manager.

The CVs of the members of the Board of Directors and the additional documentation required by current legislation are available on the website www.mondadorigroup.com, in the Governance section.

Based on the information available to the Company, to date, it appears that the Directors who hold interests in the share capital of Arnoldo Mondadori Editore S.p.A. are:

• Pier Silvio Berlusconi no. 172,000 shares;
• Alessandro Franzosi no. 212,680 shares;
• Antonio Porro no. 248,439 shares.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

The Shareholders’ Meeting also appointed the Board of Statutory Auditors for the three-year period 2024-2026, consisting of the following:

• Sara Fornasiero as Chairperson (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors);
• Ezio Maria Simonelli and Francesca Meneghel as Standing Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Annalisa Firmani and Emilio Gatto, as Alternate Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Mario Civetta, as Alternate Auditor (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 79.40% of the votes cast at the Meeting. The composition of the Board of Statutory Auditors complies with the provisions on gender equality set out in Article 148, paragraph 1-bis of the TUF. The CVs of the members of the Board of Statutory Auditors and the additional documentation required by current legislation are available on the website www.mondadorigroup.com, in the Governance section.

Based on the information available to the Company, to date, no member of the Board of Statutory Auditors holds any interest in the share capital of Arnoldo Mondadori Editore S.p.A..

Based on the declarations made by the Chairman of the Board of Statutory Auditors and by Standing Auditors, and the information available to the Company, the Board also confirmed that the independence requirements set out in Article 148, third paragraph of the TUF and in the Corporate Governance Code were met by the members of the Board of Statutory Auditors.

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 27 April 2023, 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. Below are the main elements of the Board of Directors’ proposal, which are consistent with those of the expired authorization.
Here below is the information provided, also with regard to the provisions of Article 132 of Legislative Decree 58/1998 and to the provisions of Article 144-bis of Issuer Regulation no. 11971/1999, on the authorizations issued by the Shareholders’ Meeting:

• Motivations

The motivations underlying the request for the authorization to purchase and dispose 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 authorization to purchase treasury shares runs from the date of any resolution approving the proposal by the Shareholders’ Meeting, until the Shareholders’ Meeting called to approve the financial statements at 31 December 2024 and, in any case, for a period no more than 18 months after that date.
The authorization to dispose of treasury shares is requested for an unlimited period, given the absence of time limits pursuant to current regulations and the opportunity to allow 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 would allow 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, the 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 would include 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; and
• 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. 1,277,802 treasury shares, equal to 0.488% of the share capital.
For further information on the proposed authorization for the purchase and disposal of treasury shares, reference should be made to the Directors’ Explanatory Report, published within the time limits and in the manner prescribed by applicable regulations.

• 2024-2026 Performance Share Plan

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 2024-2026 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 14 March 2024.
With the adoption of the Plan, the Company aims to encourage Management to improve medium to long-term performance, in terms of both industrial performance and growth in the value of the Company.
For a detailed description of the 2024-2026 Performance Share Plan, the recipients and the characteristics of the aforesaid 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 legal terms through the authorised storage mechanism 1Info and on the Company’s website www.gruppomondadori.it in the Governance/Shareholders’ Meeting section.

• 2024 (MBO) short-term incentive plan

The Shareholders’ Meeting also resolved to adopt a Short-Term Incentive Plan (MBO) for the financial year 2024. The Plan, which is reserved for the same beneficiaries as the 2024-2026 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 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 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 proposed resolution for the adoption of the MBO 2024 Short-Term Incentive 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.gruppomondadori.it in the Governance/Shareholders’ Meeting section and through the authorised storage mechanism 1Info.

• Renewal of powers granted to the Board of Directors pursuant to articles 2443 and 2420-ter of the Italian Civil Code

In an extraordinary session, the Board of Directors resolved to adopt the resolutions referred to in articles 2443 and 2420 ter of the Italian Civil Code, relating to the renewal of the Board’s powers to increase the share capital and issue convertible bonds.
Specifically, the Shareholders’ Meeting resolved on:

• the renewal of the proxies already granted to the Board of Directors by the Extraordinary Shareholders’ Meeting of 17 April 2019 and terminating due to expiry of the related five-year term, which, pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, grant the Board of Directors the power to increase the share capital, reserved as an option to those entitled thereto, by a maximum nominal amount of € 75,000,000 and to issue convertible bonds for a maximum nominal amount of € 250,000,000;
• the renewal of the proxy already granted to the Board of Directors by the Extraordinary Shareholders’ Meeting of 17 April 2019 and also terminating, granting the Board of Directors, for the same period of five years, the power to increase the share capital within the limit of 10% of the pre-existing share capital and in any case within the limit of a nominal amount of € 20,000,000, with the exclusion of option rights pursuant to Articles 2443 and 2441(4) of the Italian Civil Code.

The renewals are resolved under the same conditions of the terminating proxies unused by the Board and for a further period of five years corresponding to the maximum term allowed by the law. The renewal of proxies is motivated by the advisability of maintaining the general power of the Board of Directors to implement any capital transactions through faster and more streamlined procedures than the resolutions adopted by the Extraordinary Shareholders’ Meeting.

The minutes of today’s Shareholders’ Meeting will be made publicly available in the manner and within the time limits of law.

The Mondadori Group reports today that it has signed an agreement for the acquisition by the subsidiary Rizzoli International Publications Inc. of 100% of the share capital of Chelsea Green Publishing Company. Founded 40 years ago by Ian and Margo Baldwin, the publisher is based in Vermont (USA) and in the UK through its subsidiary Chelsea Green Publishing UK Ltd. Its editorial focus is sustainability – particularly green, health and wellness issues – and promoting cultural diversity.

The Mondadori Group already has a presence in the United States through its subsidiary Rizzoli International Publications Inc., a leading publisher of illustrated English-language books on Lifestyle and Interior Design, which has also owned the historic Rizzoli bookstore in New York for the past 60 years.

With the acquisition of Chelsea Green Publishing, the Mondadori Group is taking a further step on its international development journey in English-speaking markets, which recently began with the establishment of London-based Rizzoli UK.

“The strengthening of the Mondadori Group’s presence in the United States and the United Kingdom through the acquisition of Chelsea Green Publishing, and the launch of Rizzoli’s new UK branch, are further steps on our growth path outside the domestic trade market. I am therefore delighted to welcome Chelsea Green Publishing, with whom we share a vision of quality editorial content focused on issues related to sustainability and lifestyles that respect ecosystems and nature,” commented Mondadori Group CEO Antonio Porro.

Consideration for the transaction, which will be paid fully in cash on the closing date – expected by the end of the first half of 2024 – is set at $5 million (on a debt-and-cash free basis) and will be subject to adjustment according to the NFP on the date of completion of the acquisition. In the last approved financial statements (2022), the company reported consolidated revenues of USD 8.1 million and an operating income of USD 1.1 million.

As part of this acquisition, Margo Baldwin will assume the role of Publisher Emeritus of Chelsea Green Publishing, guaranteeing the publishing quality and continuity of the company with her extensive experience. Stefano Peccatori will assume the role of CEO and President, leading the international development and strategic integration, working with the Rizzoli International Publications Inc. and Chelsea Green Publishing teams.

The Mondadori Group announces that, through Mondadori Libri S.p.A., it has entered a start-up to develop the webnovel market in Europe.

The initiative, which involves an initial investment of € 1.5 million in 2024, and an additional € 1.5 million planned for 2025, stems from an agreement with Bookrepublic, an industrial partner with specific know-how and capable of supporting future operational growth. The company led by Marco Ferrario has been at the forefront of digital publishing in Italy for more than 10 years and has always been attentive to new literary trends.

The deal will come to fruition with the launch by the end of the year of a dedicated proprietary app – to be called Narae. Developed by an in-house team, initially with content in Italian and French, it will gradually expand its reach to encompass other European countries.

Designed to be read on a smartphone screen, webnovels are a form of serialised fiction of a highly innovative nature which, having started with great success in South Korea, has gained growing popularity and a solid fanbase in Japan and China as well. Content takes the form of series – primarily in the romance, fantasy, and crime genres – and is designed to originate and be enjoyed in other formats as well. Webnovels consist of a large number of short episodes, often more than a hundred, and, if successful, they can extend indefinitely.

After a recent launch in the United States and a successful debut in France, webnovels are now ready to conquer Europe, particularly following the global spread of Korean entertainment content in music, film, and comics.

«This investment reaffirms our Group’s willingness to look at what is most innovativein the international publishing environment. As it evolves, the world of webnovels is demonstrating creativity and the ability to feed other media as well, such as cinema, television series, and in many cases even book publishing itself» says Enrico Selva Coddè, CEO of Mondadori Libri.

«Webnovels are a very interesting and avant-garde model of digital publishing: they could be defined as the digital reinterpretation of serialised novels published in newspapers in the 1800s – says Marco Ferrario, CEO of Bookrepublic; and it is not surprising for it now to originate in an Asian country. The content is created specifically to be read on a mobile, borrowing techniques used in the production of video series and providing ways of accessing content that are inspired by gaming. Our challenge will be to find the route into Europe with this model», concludes Ferrario.

Bookrepublic was founded in 2010 by Marco Ferrario together with financial partners Gianluca Andena and Guido Paolo Gamucci (both former Permira partners), Marco Pittini and Guido Carissimo and has always been one of the leading players in the distribution and sale of ebooks and audiobooks in Italy. Over time, Bookrepublic has played a leading role in many digital publishing initiatives, including the organisation of IfBookThen, one of the most successful events in Europe on digital innovation in publishing, and the launch of digital-only brands such as 40K and emma books. In March 2024, the German group Bookwire, European leader in digital distribution, chose Bookrepublic as its Italian partner for its entry into this market.