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Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2026, comprising the Independent Auditors’ report, is now available at the Company’s registered office, at the authorized storage mechanism “1Info” (www.1info.it) and on the website www.gruppomondadori.it (Investors section).

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Half-Year Financial Report at 30 June 2026 presented by CEO and General Manager Antonio Porro.

“The results for the first half of 2026 demonstrate the strength of our business model and confirm the effectiveness of the development strategy we are pursuing,” said Antonio Porro, CEO and General Manager of the Mondadori Group. “Against the backdrop of a buoyant book market, supported in part by resources from the Library Fund, we delivered strong growth in both revenue and profitability, driven by the contribution of our recent acquisitions of Hoepli Education and Edilportale.com in the strategically important education and digital sectors. The quality of these results, together with the positive performance of our businesses and our solid cash-generating capacity, enables us to confirm our guidance for the full 2026 financial year, with results expected to come in at the upper end of the projected range,” Porro concluded.

GROUP PERFORMANCE AT 30 JUNE 2026

In the first half of 2026, consolidated revenue reached € 415.9 million, an increase of 6.8% compared with € 389.5 million at 30 June 2025.

Excluding changes in the scope of consolidation between the two periods, namely the inclusion of MA Retail (from 1 December 2025), Edilportale (from 1 January 2026), and Hoepli Education (from 1 May 2026), organic revenue growth was approximately 3%, driven primarily by the strong performance of the Trade Books area and the continued momentum of the physical Retail channel.

Adjusted EBITDA amounted to € 45.6 million, an increase of 12.5% compared with € 40.5 million in the first half of 2025, driven primarily by the performance of the Trade Books and Digital areas. Around half of the Group’s margin growth was attributable to the contribution from recently acquired companies.

The Group’s reported EBITDA reached € 40.8 million, up € 1.6 million (+4.1%) from € 39.2 million in the first half of 2025. This improvement was achieved despite higher non-recurring expense of approximately € 2.5 million, partly related to completed extraordinary transactions and partly to the project to migrate to new logistics providers, as well as increased restructuring costs of around € 0.9 million.

The Mondadori Group’s EBIT was positive by € 6 million for the first six months of 2026, down € 2 million compared with € 8 million in the first half of 2025.

In addition to the non-recurring expense described above, this performance was mainly attributable to higher depreciation and amortisation (totalling € 3.6 million) resulting from investments made during the 2025 financial year, together with increased lease expenses under IFRS 16 associated with the expansion of the Retail area’s directly operated store network.

Neutralising extraordinary items and amortisation arising from the Purchase Price Allocation (PPA) of companies acquired over the past five years, adjusted EBIT for the first half of 2026 would have been € 14.8 million, an increase of approximately € 1.1 million compared with € 13.6 million in the corresponding period of 2025.

Consolidated result before tax was positive by € 1.3 million, compared with € 4.1 million at 30 June 2025. The € 2.9 million decrease was attributable to the trend in operating result and the increase in financial expense.

The Group’s net profit at 30 June 2026, after minority interests, was € 1.4 million, compared with € 3.5 million in the first half of the previous year.

The adjusted net profit, excluding all non-recurring items and PPA amortisation, net of the related tax effects, amounted to € 8 million, up 5.8% compared with € 7.6 million at 30 June 2025.

Cash flow from ordinary operations, after financial expense and tax payments, totalled € 64.6 million for the twelve months preceding 30 June 2026, in line with the cash generation achieved in the 2025 financial year, which confirms the Group’s ability to continue funding its inorganic growth strategy while delivering increasing remuneration to shareholders. This performance is particularly positive considering the logistics disruption that impacted the Retail area’s e-commerce revenue only in the first quarter of 2026.

At 30 June 2026, extraordinary cash flow was negative by approximately € 68 million, mainly due to cash-outs of around € 58 million related to acquisitions completed over the previous twelve months, restructuring costs of approximately € 4 million, and expenditure of approximately € 2 million for the refurbishment of the Segrate headquarters.

As a result, Free Cash Flow at 30 June 2026 stood at € -3.4 million.

During the 2026 financial year, dividends payable to shareholders in respect of the 2025 financial results were recognised, amounting to € 40.2 million. Half of this amount was distributed in May, with the remaining balance payable in November 2026, representing a 10% increase compared with the previous year.

The Net Financial Position excluding IFRS 16 at 30 June 2026 stood at € -262.1 million (net debt), compared to € -218.8 million at 30 June 2025.

The IFRS 16 Net Financial Position at 30 June 2026 amounted to € -346.9 million (net debt), compared with € -300.1 million at 30 June 2025, reflecting the same factors.

FINANCIAL HIGHLIGHTS IN SECOND QUARTER 2026

In the second quarter of 2026, consolidated revenue reached € 245.1 million, a significant increase of 8.9% compared with € 225.1 million in the corresponding period of 2025.

This result was driven, in particular, by the positive performance of the book market and the consolidation of recently acquired companies; on a like-for-like basis, performance would have shown 4.6% growth, thanks to the Trade Books (+6.3%) and Retail (+8%) areas.

Adjusted EBITDA amounted to € 44.2 million, up 14.4% from € 38.7 million in the second quarter of 2025.

The Adjusted Net Profit for the second quarter of 2026 stood at € 21 million, up 12% from approximately € 19 million in the same quarter of the previous year.

OUTLOOK FOR THE YEAR

In light of the positive results achieved in the first half of the year and the continued strength of the book market during the period under review, the Group confirms the guidance previously announced for the 2026 financial year.

The consolidation of the recently acquired Hoepli Education business for the period from May to December is expected to support the achievement of the Group’s financial and operating targets at the upper end of the previously announced guidance range.

Income Statement

• Low single-digit revenue growth.
• Low single-digit growth in Adjusted EBITDA and, consequently, confirmation of margins remaining consistently around 17%, driven by ongoing efficiency initiatives across all business areas. Once fully implemented over a multi-year horizon, these measures are intended to increase structural optimisation and enhance operational efficiency, as well as medium-term cash generation.

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 30 JUNE 2026

• TRADE BOOKS AREA

The book market made a strong start to 2026, with value growth of 5.1%^[1], supported in part by public funding for libraries, which benefited the physical channel exclusively, particularly independent bookstores.

Against this backdrop, the Mondadori Group’s publishing houses recorded a 3.3% increase in sell-out value compared with the first half of 2025, driven in particular by 4.5% growth in the second quarter of 2026 alone.

The Mondadori Group maintained its leadership in the Italian market with a 27% market share, broadly in line with the level recorded in June 2025.

Reflecting the strength of its publishing plan, the Group won the 80th Strega Prize with Michele Mari’s novel “I convitati di pietra” (published by Einaudi) and placed five titles among the top ten best-selling books by value during the first half of the year.

In the first six months of 2026, the Trade Books area generated revenue of € 188.4 million, up 4.7% from € 180 million in the first half of 2025.

The Area’s Adjusted EBITDA increased by 9.8% to € 22.7 million, compared with € 20.7 million in the first half of 2025, driven by strong publishing performance and, primarily, a reduction in the impact of the variable cost structure.

• EDUCATION BOOKS AREA

School textbook publishing is characterised by a well-established seasonal pattern, with the majority of revenue from textbook sales generated in the second half of the year.

Following the textbook adoption campaign, the Mondadori Group estimates a market share of 34.7% for the current financial year, including a 2.5% contribution from Hoepli Education.

In the first half of 2026, the Area generated revenue of € 74 million, up 6% from € 69.8 million in the first half of 2025, primarily reflecting the consolidation of Hoepli Education (€ 3.4 million) in May and June.

Consolidated revenue also benefited from a favourable timing effect resulting from earlier deliveries to top accounts.

Adjusted EBITDA amounted to € 8.5 million, an increase compared to € 7.3 million in the first half of 2025, reflecting the € 1.2 million contribution from Hoepli Education.

• RETAIL AREA

In the first half of 2026, the Retail area recorded 4.6% growth in book sales (sell-out value), with its market share reaching 13.3%.

The Group maintained its leadership in the physical channel of the book market, with a market share of almost 20%.

The Retail area generated revenue of € 97 million in the first half of 2026, a significant increase (+3.9%) from € 93.4 million in the corresponding period of 2025, despite the estimated € 2.3 million impact of logistics disruptions affecting the e-commerce channel earlier in the year.

Excluding this non-recurring impact, the Retail area would have delivered greater growth of 6.3%.

During the first half, the Area’s Adjusted EBITDA increased to € 6.2 million, up considerably by 13.6% from € 5.4 million at 30 June 2025, driven by the strong performance of the physical channel, which more than offset the decline in on-line turnover.

• DIGITAL AREA

In the first half of 2026, the Digital area generated revenue of € 51.2 million, a significant increase of 28.9% from € 39.7 million in the first half of 2025, driven by the combined effect of the inclusion of Edilportale in the scope of consolidation and the strong performance of MarTech activities (an organic growth of +3.3%).

The Area’s Adjusted EBITDA amounted to € 7.5 million, up 39.3% from € 5.4 million in the corresponding period of 2025, driven by the contribution from Edilportale.

• MEDIA AREA

In the first half of 2026, the Media area generated revenue of € 35.1 million, an increase of 4.2% compared with € 33.6 million in the first half of 2025. The result was driven by growth in add-on sales, which more than offset the structural decline in circulation.

The Area’s Adjusted EBITDA amounted to € 6.9 million, broadly in line with the € 7 million reported at 30 June 2025, despite lower income from government grants (€ 0.6 million). Performance was supported by the positive margins generated by new add-on sales initiatives, particularly those launched during the second quarter of the current financial year.

 

The presentation of the results at 30 June 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 3.30 p.m. for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company.

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

 

Annexes:

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

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the draft Parent Company and Group consolidated financial statements at 31 December 2025 presented by CEO and General Manager Antonio Porro.

HIGHLIGHTS

In the 2025 financial year, the Mondadori Group continued to grow its core businesses,  strengthening its presence in book publishing and enhancing its competitiveness in the digital sector.

At year-end, a contract was signed to acquire a majority stake in Edilportale.com (finalised in January 2026), confirming Mondadori Digital as Italy’s leading publisher in social and digital media and extending its leadership to the architecture and design segment.

“In 2025, the Mondadori Group confirmed the strength of its business model, delivering improved financial performance, with broadly stable revenue and margins slightly up on the previous year,” said Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group. “The strong operating cash flow generated during the year further confirms the significant ability to consistently generate the financial resources needed to support acquisitions and ensure increasing shareholder remuneration.

During the year – adds Porro – we continued to strengthen our core businesses. The book division delivered a positive performance, increasing its market share, which is supported by improved operational efficiency following the full integration of companies acquired in recent years. At the same time, the initiatives undertaken in the digital arena, specifically the establishment of Mondadori Digital and the acquisition of a majority stake in Edilportale.com, have strengthened our leadership in a strategic sector and broadened its positioning in high-value vertical digital segments. In light of the performance in the financial year just ended and the current market environment, we expect to deliver positive results in 2026 as well, with margins remaining stable at around 17%, supported by ongoing efficiency initiatives, including the recently launched multi-year structural optimisation plan,” Porro concluded.

GROUP PERFORMANCE AT 31 DECEMBER 2025

Consolidated revenue for 2025 totalled € 931.6 million, remaining largely stable compared with the previous year (€ 934.7 million in 2024).

Adjusted EBITDA for 2025 amounted to € 158.2 million, slightly up (+0.4%)  from € 157.6 million in 2024, reflecting ongoing structural efficiencies which allowed profitability to be maintained despite stable revenue.

Reported EBITDA for 2025 amounted to € 151.2 million, down € 3.8 million compared with the previous year. Concentrated in the Trade Books and Education Books segments, the decline was due to higher non-recurring charges, partly attributable to the logistics provider migration project and partly linked to extraordinary operations.

EBIT for 2025 was positive at € 84.2 million, down € 7.8 million compared with 2024. In addition to the factors affecting EBITDA described above, the decrease reflects higher depreciation and amortisation, totalling € 4 million, primarily due to increased investments and the accounting effects of the Purchase Price Allocation (PPA) process related to companies acquired over the last five years.

By excluding extraordinary items, certain write-downs and depreciation arising from the PPA, adjusted EBIT for 2025 would amount to € 101.1 million compared with € 103.7 million in the previous year, limiting the decline to approximately € 2.6 million.

The consolidated result before tax for 2025 was positive by € 75.4 million, down € 8.7 million from € 84.1 million as of 31 December 2024, partly reflecting the factors already mentioned and partly a € 0.8 million deterioration in the results of associates.

Tax expenses for 2025 amounted to € 20.5 million, down from € 21.7 million as of 31 December 2024, reflecting the lower result before tax, despite a higher tax rate affected by the depletion of certain prior losses.

Net profit at 31 December 2025, after minority interests, was positive at € 54 million, down by € 6.2 million from the € 60.2 million recorded in 2024. This performance occurred despite a lower share of minority interest resulting from the acquisitions completed during 2025 relating to the remaining 25% of the share capital of ALI and an additional 24.5% stake in Edizioni Star Comics.

Adjusted Net Profit, after excluding all non-recurring items, write-downs and amortisation arising from the purchase price allocation (PPA) of companies acquired over the past five years, net of related taxes, would have amounted to € 66.5 million, down € 2.3 million from € 68.8 million the previous year (-3.3%).

The Net Financial Position excluding IFRS 16 as at 31 December 2025 amounted to € -85.7 million (net debt), a reduction from € -91.8 million as at 31 December 2024, reflecting strong cash generation during the year and despite active investment, M&A and shareholder remuneration policies.

The IFRS 16 Net Financial Position as of 31 December 2025 stood at € -174.5 million (net debt), broadly stable compared with € -173 million as of 31 December 2024 and was influenced by the active policy of opening new directly managed bookshops.

Cash flow from operating activities (i.e. after financial expense and tax) for 2025, amounting to € 65.1 million (€ 71.3 million in 2024), enables the Group to continue funding its inorganic growth strategy and provide increasing remuneration to shareholders, without compromising its financial soundness or further strengthening of the Company.

As of 31 December 2025, extraordinary cash flow was negative by around € 21 million, primarily reflecting disbursements of approximately € 10 million related to the net impact of acquisitions and disposals, about € 3 million in restructuring costs, and roughly € 3 million for the renovation of the Segrate headquarters.

As a result, the Free Cash Flow at 31 December 2025 was positive by € 44 million.

Finally, during the year the Mondadori Group distributed dividends of € 36.5 million to shareholders (equivalent to a 60% payout of the 2024 net profit), representing a 17% increase compared with the previous year.

Group employees at 31 December 2025 amounted to 2,231 units (+4.6% versus 2,128 units in 2024). Excluding the impact of changes in scope – specifically, the acquisition of MA Retail (owner of 10 stores) in the Retail segment, completed on 1 December 2025 – the workforce would have increased by 2% approximately compared with year-end 2024.

BUSINESS OUTLOOK 2026

The soundness of the business model of the Mondadori Group and its financial position point to a positive outcome for the coming financial year.

From a strategic point of view, the Group intends to continue to strengthen and consolidate its integrated and diversified leadership position in the core businesses of book and digital publishing, and to expand its retail network in order to increase coverage throughout the country.

In particular:

• in the Trade Books area, the Group will pursue the strengthening of its editorial positioning, emphasising the identity and specialisation of the various publishing houses in the various segments, through plans that also include the expansion of its digital offer;
• in the Education Books area, focus will remain on the most profitable textbook market areas and on consolidating domestic leadership through the continuous renewal of the editorial offering – also in line with the New National Guidelines – and the gradual integration of Artificial Intelligence tools to provide an increasingly innovative and personalised experience;
• in the Retail area, the Group will continue to pursue a dual approach: selectively expanding its network of directly managed stores – opening around ten new points of sale – to ensure broader national coverage, while maintaining the existing network through restyling initiatives and placing increasing emphasis on the Book category, which is essential for effectively conveying the Group’s editorial offering to the market;
• in the Digital segment, the Group will focus on integrating Edilportale.com and will continue to strengthen its competitive position by pursuing strategic growth opportunities, both organically, through investments aimed at developing its capabilities and offerings, and externally.

Income Statement

The Group’s financial and economic targets below refer to the current scope (including Edilportale.com).

In light of the foregoing and the reference context, and consistent with what has already been disclosed to the market, the Group expects low single-digit growth in both revenue and Adjusted EBITDA for 2026, with margins remaining stable at around 17%. This outlook reflects targeted pricing policies on Book products and ongoing efficiency measures across all business areas. It is worth noting that the Group recently 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.

Shareholder Remuneration Policy

The Group’s significant cash generation continues to be allocated to maximising value creation, through an active investment policy in its core and adjacent segments aimed at seizing opportunities to strengthen the Group’s leadership, expand geographically and/or expand its presence within the book value chain.

This development strategy is complemented by the well-established and growing shareholder remuneration policy, through the confirmation of a Dividend Policy based on the 2026 financial results. Under this policy, dividends will be the greater of 50% of the Ordinary Cash Flow per share or the previous year’s Dividend Per Share (DPS) increased by 10% (corresponding to a Dividend Yield of approximately 8%)[1]. The minimum DPS will therefore be 16.9 euro cents, double the 8.5 euro cents distributed in 2022, the year in which the Mondadori Group resumed its shareholder remuneration policy.

PERFORMANCE OF THE BUSINESS AREAS AT 31 DECEMBER 2025

• TRADE BOOKS

In 2025, the Book market experienced a 2.1% decline in value^[2]. The slowdown seen in the first nine months of the year (-2%) continued into the final quarter (-2.4%).

Against this backdrop, the Mondadori Group’s publishing houses maintained substantial stability in sell-out value (+0.2%), compared to the previous year.

This performance was driven by strong growth of 4.5% in the final quarter of the financial year, fuelled by the publication of bestsellers such as “L’ultimo segreto” (The Secret of Secrets) by Dan Brown for Rizzoli, which sold almost 330,000 copies in 2025, and “Il cerchio dei giorni” (Circle of Days) by Ken Follet and “Cesare” by Alberto Angela for Mondadori.

Thanks to this strong performance, the Mondadori Group has further strengthened its national leadership, with a market share of 28.3% in December 2025, up from 27.6% at the end of the previous year.

As evidence of the quality of its editorial offer, in 2025 the Mondadori Group placed five titles among the top eight bestsellers, including three within the top five.

Revenue for the 2025 financial year totalled € 393.3 million, reflecting a slight decrease on the previous year (-1%). In this context, Trade publishers delivered overall performance in line with the previous year. In particular, the final quarter of the financial year saw growth of around 2%, driven by the release of international bestsellers, which offset the decline in the first part of the year, mainly due to the commercial transaction completed by Star Comics in January 2024, which was not replicated in 2025. Digital revenue remained stable compared with the previous year.

In 2025, adjusted EBITDA of the Trade Books segment amounted to € 59.3 million, reflecting an anticipated 4.3% decrease from € 62 million in 2024. This decline was primarily driven by factors affecting only the first part of the year, including the lower margin resulting from the expiry, in April 2024, of the concession for activities in the Colosseum area, and the decision not to replicate the Star Comics commercial transaction in 2025.

It is worth noting that, excluding these extraordinary factors, Adjusted EBITDA increased by 3.8% for the full year. In the fourth quarter of 2025, the segment recorded Adjusted EBITDA growth of approximately € 2.5 million, driven by the strong performance of publishing revenue.

• EDUCATION BOOKS

The School textbooks market (Primary + Secondary Schools) experienced a slight contraction of approximately 1% in 2025 compared with the previous year, while the sold/adopted ratio remained largely stable.

During the year, the three Mondadori Group’s School textbooks publishing houses achieved a 32.5% market share (adoptions), reaffirming their national leadership position (+0.7% from the previous year). This is the result of growth in all segments.

In 2025, the school textbooks business recorded total revenues of € 230.3 million, remaining largely stable compared to 2024 (€ 233.3 million, -1.3%). Despite a continuing decline in student numbers, the Mondadori Group’s publishing houses maintained a strong sold/adopted ratio in middle and secondary schools, following the downsizing implemented in 2024.

Adjusted EBITDA for the Education Books segment amounted to € 64.3 million, slightly below the € 65 million recorded in 2024. The decrease was primarily due to higher logistics costs, which have already been addressed through improved contractual terms with a new provider starting in the 2026 financial year. Despite this, the segment maintained stable profitability of around 28% in 2025, supported by lower industrial costs, particularly reduced paper prices, as well as careful management of discretionary sales promotion expenses and containment of structural costs.

• RETAIL

In a declining book market, the Mondadori Group’s Retail area demonstrated excellent resilience achieving sell-out growth of 1.7% and outperforming the market for the fifth year running (by 3.9 percentage points). As a result, Mondadori Retail’s market share reached 13.7% of the book market (+0.5% compared with the previous year), marking a further increase thanks to the performance of both directly managed and franchised stores, whose combined market share of the physical channel is close to 20%.

The transformation initiatives undertaken in recent years have enhanced operating and management performance, as reflected in the 2025 income statement, which showed further growth in both revenue and margins.

The Retail area, including, from 1 December 2025, the revenue and margins of the MA Retail business, recorded total revenue of € 220.3 million, an increase of € 4.8 million, up 2.2% compared with the previous year.

Organic revenue growth reached +1.5% and would have been even higher (amounting to 4.2%) if not for the temporary closure of the Rizzoli Milano bookstore for restyling (which had an impact of approximately € 1.5 million in 2025) and technical issues related to the launch of the new omnichannel platform, which reduced e-commerce revenue by around € 4 million.

In the 2025 financial year, Adjusted EBITDA was € 19.7 million, representing a significant increase of nearly 18% compared with the previous year. This result, despite the aforementioned negative impact of € 0.5 million related to the restyling of the Rizzoli Milano bookstore, confirms a sustained trajectory of consistent performance improvement over recent years.

• MEDIA

In the 2025 financial year, the Media segment recorded revenues of € 145.2 million, reflecting a slight decrease of 1.4% compared with the previous year, as significant growth in the Digital component  largely offset the structural decline recorded in traditional activities.

In particular:

• digital activities, which account for over 50% of the segment’s total revenue, grew by 4.5% in 2025 (+1.4% on a like-for-like basis), driven in particular by:
• the positive performance of the MarTech segment (+5.3%);
• the excellent results recorded by the social agencies and the contribution of Fatto in casa da Benedetta (+4% approx.);
• the traditional print business declined by 7%, mainly due to the structural drop in add-on sales and readership during the quarter under review.

Adjusted EBITDA for the Media area came to € 22.5 million in FY 2025, with a growth of 11.2%% compared with the previous year, due to both the digital and traditional business segments.

The EBITDA margin recorded an increase of almost 2 percentage points, from 13.7% to 15.5%.

SUMMARY OF CONSOLIDATED REVENUE FOR THE FOURTH QUARTER OF 2025

Consolidated revenue for the fourth quarter of 2025 amounted to € 227.1 million, a slight decrease of approximately 0.8% compared to the same quarter of the previous year.

Adjusted EBITDA was € 29.5 million, up more than 20% from € 24.3 million in the fourth quarter of 2024, driven by the Trade Books and Retail segments, which recorded, respectively:

• a € 2.5 million increase in Adjusted EBITDA reflecting higher margins supported by the growth in publishing revenue during the period;
• a € 2.2 million margin improvement compared with the final quarter of the previous year, thanks to the strong performance of directly operated stores, including the MA Retail bookshops consolidated in December.

The Group’s net profit, after minority interests, was positive at € 2.3 million, up by € 1.4 million compared with the same quarter of 2024, driven by a higher pre-tax result despite lower income from equity investments.

PERFORMANCE OF ARNOLDO MONDADORI EDITORE S.P.A.

The Parent Company’s income statement at 31 December 2025 showed the same net profit as in the consolidated financial statements of € 54 million (€ 60.2 million in 2024), due to the fact that the Company has chosen to use the equity method to measure its investments in the separate financial statements.

Revenues, comprising the costs of central functions charged back to the subsidiaries, totalled € 49 million, up 6.5% year on year. The increase reflects higher charges for IT and administrative services, as well as occupied space, in line with the expanded scope of managed companies.

Adjusted EBITDA in 2025 (negative by € 7.1 million compared with € -5.9 million in 2024) declined year on year due to higher IT costs associated with the Group’s information systems migration to the Cloud.

The 2025 financial year presents a negative reported EBITDA of € 8.9 million, compared with € -7.5 million in 2024, reflecting, in part, higher one-off expenses for advisory services related to extraordinary transactions.

DIVIDEND DISTRIBUTION PROPOSAL OF € 0.154 PER ORDINARY SHARE

Based on the 2025 financial year results, the Board of Directors proposes that the next Shareholders’ Meeting scheduled for 21 April 2026 approve a dividend of € 0.154 per share, an increase of 10% for a total of approximately € 40 million.

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

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

SIGNIFICANT EVENTS AFTER YEAR-END 2025

On 1 January 2026, an intra-group spin-off came into effect, transferring the digital activities previously held by Mondadori Media S.p.A. to the newly established Mondadori Digital S.p.A., a wholly owned subsidiary of Arnoldo Mondadori Editore S.p.A. The new structure aligns with Mondadori Group’s corporate organisation, which maintains a distinct management perimeter for each business area: Trade Books, Education Books, Retail and, as of 1 January 2026 Media and, naturally, Digital.

On 15 January 2026, Arnoldo Mondadori Editore S.p.A. completed the acquisition of a 58.84% stake in Edilportale.com S.p.A., following the agreement signed and announced on 29 December 2025. Edilportale.com is an international company specializing in content, services and platforms for the architecture, design and construction sectors, including through the Archiproducts brand.

The transaction, paid entirely in cash on closing, amounted to € 31.2 million, reflecting an Enterprise Value (100%) of € 50 million and an estimated average net financial position of € 3 million.

PROPOSED RENEWAL OF THE AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES

Following expiry of the previous authorization resolved upon by the Shareholders’ Meeting on 16 April 2025, with the approval of the financial statements at 31 December 2025, the Board of Directors will propose to the next Shareholders’ Meeting, scheduled for 21 April 2026, the renewal of the authorization to purchase and dispose of treasury shares with the aim of retaining the applicability of law provisions in the matter of any additional 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.

• Motivations

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

• use the Treasury Shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
• use the treasury shares purchased or already held in portfolio against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
• undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• rely on investment or divestment opportunities, if considered strategic by the Board of Directors, also in relation to available liquidity;
• dispose of treasury shares to service share-based incentive plans set up pursuant to Article 114-bis of the TUF, and plans for the free allocation of shares to employees or members of the governing bodies of the Company or to Shareholders.
• Duration

The 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 2026 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;
• 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 further information on the proposed authorization for the purchase and disposal of treasury shares, reference should be made to the Directors’ Explanatory Report, which will be published within the time limits and in the manner prescribed by applicable regulations.

ALLOCATION OF SHARES UNDER THE 2023-2025 PERFORMANCE SHARE PLAN: INFORMATION PURSUANT TO ART. 84-BIS, PARAGRAPH 5 CONSOB REGULATION NO. 11971/1999

The Board of Directors, based on the final assessment of the achievement of the Performance Targets underlying the Plan, and having heard the Remuneration and Appointments Committee, resolved to allocate, on 14 May 2026, a total of 853,813 Arnoldo Mondadori Editore S.p.A. shares to a total of 19 beneficiaries, implementing the provisions of the “2023-2025 Performance Share Plan” adopted by the Shareholders’ Meeting on 27 April 2023 (the “2023-2025 Plan”).

Mention should be made that the 2023-2025 Plan grants its beneficiaries the right to receive, free of charge, shares in the Company held as treasury shares provided that, at the end of a reference period of three financial years, the performance targets set in the same Plan have been achieved.

The beneficiaries of the 2023-2025 Plan are the Chief Executive Officer, the CFO and 17 managers identified by name by the Chief Executive Officer, as delegated by the Board of Directors.

The characteristics of the Plan are explained in detail in the Directors’ Report to the Shareholders’ Meeting of 27 April 2023 and in the information document drawn up pursuant to article 84-bis of CONSOB Regulation no. 11971/1999 available at www.gruppomondadori.it, Governance section, to which reference should be made.

Attached is the information required by Schedule 7 of Annex 3A to CONSOB Regulation no. 11971/1999 to account for the allocation of shares in the context of the 2023-2025 Plan.

PROPOSED ADOPTION OF A PERFORMANCE SHARE PLAN COVERING THE THREE-YEAR PERIOD 2026-2028

The Board resolved, on a proposal from the Remuneration and Appointments Committee, and continuing to apply the performance share instrument for the medium-long term remuneration of executive directors and strategic executives, as per Legislative Decree 58 of 24 February 1998, art. 114-bis, to submit for approval by the Shareholders’ Meeting, convened for 21 April 2026, the establishment of a Performance Share Plan for the three-year period 2026-2028, reserved for the Chief Executive Officer, the CFO – Executive Director and a number of Company Managers who have an employment and/or directorship relationship with the Company or with its subsidiaries on the date of allocation of the shares.

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.

The Plan envisages the assignment to the beneficiaries of rights to the free allocation of company shares, subject to the achievement of specific performance targets set and measured at the end of the three-year performance period.

These targets are structured to include both shareholder remuneration indicators and management indicators functional to raising the share value, ensuring maximum alignment of Management remuneration and the creation of value for the Company, as well as indicators of a non-operating/financial nature linked to ESG issues.

For details on the proposed adoption of the 2026-2028 Performance Share Plan, the beneficiaries and the characteristics of said Plan, reference should be made to the Information Document approved by the Board of Directors, pursuant to Article 84-bis and annex 3A of the Issuer Regulation, and to the Explanatory Report of the Board of Directors, which will be published within the time limits and in the manner prescribed by applicable regulations.

PROPOSAL TO THE SHAREHOLDERS’ MEETING TO ADOPT A SHORT-TERM INCENTIVE PLAN (MBO) 2026

On a proposal from the Remuneration and Appointments Committee, the Board resolved to submit the adoption of a Short-Term Incentive Plan (MBO) for the year 2026 to the Ordinary Shareholders’ Meeting for approval, pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998.

The Plan, which is reserved for the same beneficiaries as the 2026-2028 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 2026. 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 details on the proposed adoption of the 2026 Short-term Incentive Plan (MBO), the beneficiaries and the characteristics of said Plan, reference should be made to the Information Document approved by the Board of Directors, pursuant to Article 84-bis and annex 3A of the Issuer Regulation, and to the Explanatory Report of the Board of Directors, which will be published within the time limits and in the manner prescribed by applicable regulations.

2025 SUSTAINABILITY REPORT PURSUANT TO LEGISLATIVE DECREE 125/2024 AND 2026 – 2028 SUSTAINABILITY PLAN

In accordance with the requirements of Legislative Decree 125/2024, which implemented the Corporate Sustainability Reporting Directive (CSRD) in Italy, the Directors’ Report on Mondadori Group Operations in 2025 includes the Sustainability Report.

The contents of the 2025 Group’s Report were determined based on the results of a double materiality analysis (Impact Materiality and Financial Materiality), conducted in accordance with the new European Sustainability Reporting Standards (ESRS). This analysis enabled the identification of significant impacts, risks and opportunities, providing a comprehensive view of the company’s environmental, social and governance performance, as well as outlining its commitment to long-term value creation for all stakeholders relevant to the Mondadori Group.

In 2025, continuing the approach from previous years, stakeholder engagement to assess material impacts was carried out through the involvement of employees, teachers and readers (customers of Mondadori Store bookstores), extending it also to financial analysts and some strategic suppliers.

The actions implemented during the year in support of the objectives of the 2025-2027 Sustainability Plan include, in particular, the following initiatives that place a specific focus on the dimension of social sustainability, alongside environmental and governance aspects, in continuity with the guidelines of previous years:

• the increase in the percentage of women in managerial positions, amounting to 40% of total managers;
• the enhancement of human capital, through D&I initiatives and training and upskilling programmes, in which 91% of the company population participated;
• the adoption of a new Human Rights Policy, which promotes freedom of critical thought, the value of diversity, and the continuous growth of our people;
• the development of initiatives to promote reading, through events in schools and libraries, as well as the growing production of accessible content, including the Trade Books audiobook catalogue, and the production within the School textbooks area of a large majority of new titles in accessible liquid format.

The Mondadori Group has also paid close attention to environmental issues through a series of projects that have led to, among other things, a reduction of energy impact, primarily at the Group’s’ headquarters, with a decrease of over 60% in energy consumption; the ongoing review of production and logistics processes; alongside which, within the governance framework, a supplier Code of Conduct has been defined in support of the Group’s commitment across the entire value chain.

With the 2026-2028 Sustainability Plan approved today, the Mondadori Group continues on its path of responsible development, with the aim of consolidating the lines of action already undertaken and introducing further improvement targets. The three strategic pillars of the Plan – Quality and social value of the editorial offering, Efficiency and environmental responsibility across the supply chain, People development and inclusion – represent a further confirmation of the Company’s commitment to social sustainability and to essential principles such as the promotion of an inclusive culture, the development of knowledge, and respect for ideas.

 

The results for the year ended 31 December 2025, approved on today’s date by the Board of Directors, will be presented by the Mondadori Group Management to the financial community in a presentation scheduled today at 4:00 PM. The corresponding documentation will be available on 1Info (www.1info.it), at www.borsaitaliana.it and at www.gruppomondadori.it (Investors section). Journalists will be able to follow the proceedings of the presentation via webcast, by dialling +39028020927 and also via webhttps://www.c-meeting.com/web3/join/MKRA9NDNUBPJNA.

 

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

 

Annexes (in the complete pdf):

1. Consolidated Statements of Financial Position
2. Consolidated Income Statement
3. Consolidated income statement – fourth quarter
4. Group cash flow
5. Arnoldo Mondadori Editore S.p.A. Statements of financial position
6. Arnoldo Mondadori Editore S.p.A. income statement
7. Arnoldo Mondadori Editore S.p.A. statement of cash flows
8. Glossary of terms and alternative performance measures used
9. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999.

[1] Based on market capitalisation as at 31/12/2025

^[2] Source GFK, December 2025

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the draft Parent Company and Group consolidated financial statements at 31 December 2024 presented by Chief Executive Officer Antonio Porro.

“2024 was a year of growth, during which our Group made significant strides in advancing our core businesses, with a particular focus on further strengthening our presence in book publishing,” said Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group.
“Our economic and financial profile highlights the increasing importance of books, which now account for 85% of our consolidated revenue and nearly 90% of our overall margins, demonstrating the ability to sustain high profitability. Lastly, our strong economic performance and solid cash generation position us to expect continued growth in the upcoming financial year, ensuring the creation of long-term value for our stakeholders,” Porro concluded.

Group Performance at 31 December 2024

In 2024, consolidated revenue totalled € 934.7 million, up by 3.3% versus € 904.7 million in 2023.
Like-for-like, due to the inclusion of Star Shop Distribuzione (from 1 February), Chelsea Green Publishing (from 1 May) and Fatto in casa da Benedetta (from 1 October 2024), the revenue remained largely stable.

Adjusted EBITDA was € 157.6 million, showed an increase of 3.6% on the € 152.1 million recorded for 2023, mainly thanks to the Trade Books, Retail and Media areas. Overall, profitability stood at 16.9%, stable compared to 2023.

Group EBITDA was € 155 million, an improvement of almost € 6.1 million on the € 148.9 million recorded for 2023.

The Mondadori Group’s EBIT, which was positive at € 92 million, showed a significant increase of 9.3%, reaching € 7.9 million compared to 2023, a year that had been adversely affected by write-downs totalling € 7.3 million. This improvement in the result was achieved despite the fact that higher depreciation and amortisation of € 5 million was recognised during the year, mainly due to the higher investments made and the purely accounting effects of the Purchase Price Allocation (PPA) process.
Neutralising extraordinary items, impairment write-downs and amortisation resulting from the price allocation of the companies acquired in the last five years (PPA), Adjusted EBIT for the financial year 2024 would stand at € 103.7 million, up by about 2% from € 102 million in the previous year 2023.

Consolidated results before tax were positive at € 84.1 million, up by about € 4 million from € 80.5 million in 2023. The higher result was achieved in spite of the lower contribution (around € 4 million) of associates and higher financial expenses (€ 0.5 million).

The Group’s net profit for the year ending 31 December 2024, after minority interests, was positive by € 60.2 million, a decrease of approximately € 2 million compared to € 62.4 million in 2023. This decline was primarily due to around € 4 million in higher tax expenses and an increased share of the result attributable to minority interests (€ 2.1 million). The 2023 result had benefited from the recognition of income that was either not taxable or subject to reduced taxation, such as capital gains, as well as contributions in the Media sector.
Adjusted Net Profit, after neutralising all non-recurring items previously mentioned, would amount to € 68.8 million, down by around 3% on the previous year.

The Net Financial Position gross of IFRS 16 as of 31 December 2024, stood at € -91.8 million (net debt), a slight increase from € -86.1 million as of 31 December 2023. The strong cash generation of the business enabled the financing of the acquisitions of Star Shop Distribuzione, Chelsea Green Publishing and Fatto in casa da Benedetta, as well as the increased remuneration of shareholders, without significantly raising the Group’s financial exposure.

Net Financial Position gross of IFRS 16 at 31 December 2024 stood at € -173 million (net debt), up by approximately € 14 million from € -158.6 million at 31 December 2023, due to an IFRS 16 debt component of € -81.2 million, up by approximately € 10 million due to the renovation and development of the network of directly-managed book stores in the Retail area in addition to the acquisitions finalised in 2024 in the Trade Books area.

The cash flow from ordinary activities (i.e. after cash-out for financial expenses and taxes) in the financial year 2024 is more than € 71 million, an increase of around 4% compared to 2023.

At 31 December 2024, extraordinary cash flow was negative by approximately € 42 million, mainly due to cash-out related to net balance of acquisitions and disposals for around € 26 million, restructuring costs of around € 6 million and the costs relating to the renovation of the Segrate headquarters.
As a result, the Free Cash Flow at 31 December 2024 was positive by € 29.1 million.

Finally, the Group recognised dividends to its shareholders of € 31.3 million in the year under review, equivalent to a pay-out of 50% of the 2023 net profit and an increase of about 9% compared to the previous year.

As at 31 December 2024, the Mondadori Group employed 2,133 people, an increase of 9.7% (+183) compared to 31 December 2023, as a result of the changes in the consolidation scope.

Performance of Business Areas

Trade Books Area

In 2024, the book market saw an uneven trend: the substantial stability of the first nine months of the year (-0.5%) was followed by a slowdown in the last quarter, which caused the market to show a -1.5% drop in value for the entire year.
The replacement of the “18App” with the Culture and Merit Cards and the state’s failure to provide libraries with € 30 million in funding for the purchase of books are among the main reasons for the decline in the Trade market in 2024 (a total of approximately € 63 million).
In this context, the Mondadori Group’s publishing houses recorded a 2.1% fall in sell-out in financial year 2024, due to a publishing plan that was overall less rich in bestsellers than in 2023, the year in which the Group had published “Spare” and Ken Follett’s ‘The Armour of Light’ .

In 2024, the Mondadori Group nevertheless maintained its national leadership with a market share of 27.5% thanks to the high editorial quality of its catalogue.
The Group also won the 78th Strega Prize with “L’età fragile” by Donatella Di Pietrantonio, published by Einaudi.

Revenue for the financial year 2024 totalled € 396.8 million, showing an increase over the previous year of about 6% (-0.5% on a like-for-like basis, despite the termination of the Colosseum concession).

Adjusted EBITDA of the Trade Books area for came to € 62 million, with a  margin growth of around 4.7% (€ 2.8 million), due to the improved profitability of the publishing houses, as a result in particular of the increase in digital revenue and lesser incidence of industrial costs (paper, first and foremost), which more than offset the decline in the margin recorded for museum activities. Changes in the consolidation scope during the year also contributed to this increase.

Education Books Area

In 2024, the Italian Scholastic market (primary and secondary schools) is estimated to have recorded a decrease, compared to the previous year, of about 2%, settling at a total value of about € 606 million, due to the downsizing of the sold/adopted ratio, which negatively affected revenue dynamics.

The Mondadori Group’s educational publishing houses achieved a market share (adoption) of 31.8%^[1], essentially stable compared to the previous year, confirming their leadership in the primary and secondary school segments, with growth in the secondary school segment and a fall in the primary segment, characterised by greater volatility and lower profitability.
In the financial year 2024, school business activities recorded total revenue of € 233.3 million, down slightly (1.8%) from € 237.5 million in 2023.

Adjusted EBITDA in the Education Books segment amounted to € 65 million, down from € 67.7 million in 2023, mainly due to the increase in logistics and transport costs resulting from the change in the contractual conditions applied by providers, in addition to revenue dynamics.
The profitability achieved by the area, of around 28% in 2024, was nevertheless substantially stable thanks to the lower incidence of industrial and promotional costs as well as the careful management of all discretionary and structural costs.

Retail Area

In 2024 the Retail area grew by 2%, outperforming the reference market for the fourth year in a row. As a result, Mondadori Retail’s market share in the Book product grew to 13.1%, driven by an excellent performance in direct shops and franchising, whose market share in the physical channel was close to 20%.

The transformation process launched over the past years has made for an improvement in operating and management performance, as shown by the income statement of 2024.

Total revenue (book and extra-book) amounted to € 215.5 million, an increase of € 16 million (+8%) compared to the previous year; at an organic level (i.e. net of revenue from comic shops and Star Shop Distribuzione’s e-commerce) the growth was 2.9%.
The increase in revenue on an organic level would have been even more significant (+3.8%) without the negative impact of the temporary closures (due to renovation needs) of the Bookstores in Marcianise (CE) and Nola (NA).

An analysis of the sales by channel reveals:

• further growth in revenue of direct bookstores (+7.2% on the previous year);
• the continuous improvement of franchisee bookstores (+2.3% vs 2023);
• a slight decline in the on-line channel (-3.4% compared to the previous year);
• the positive impact of revenue deriving from the management (direct and franchised) of Star Shop Distribuzione comic book stores and e-commerce website;
• the structural decline in revenues of Bookclub.

The Retail area presented an Adjusted EBITDA of € 16.7 million in the financial year 2024, and shows a significant growth of 19% compared to 2023 (+ € 2.7 million). This result confirms progression and constant improvement in performance seen for several years now.
Adjusted EBITDA also suffered the negative impact (€ 0.7 million) of the restoration projects of two bookstores, without which Adjusted EBITDA growth would have been around 24% (€ +3.4 million) compared with the previous year.

Media Area

In FY 2024, revenue in the Media area amounted to € 147.3 million, and posted an increase of over 4% since the previous year, stemming from the strong growth in the Digital component, which continues to more than offset the structural downturn of the component linked to traditional activities. 

In particular:

• the digital business, which accounts for approximately 46% of the area’s total revenue, has shown growth in advertising revenue of 20.3%, resulting in particular from the positive performance of the MarTech segment and the excellent results of the social agency and Webboh activities launched in early 2023;
• the traditional print business declined by 7.5%, mainly due to the structural drop in add-on sales and readership during the quarter under review.

Adjusted EBITDA for the Media area came to € 20.2 million in FY 2024, showing an increase of approximately 23% compared with 2023, mainly due to the digital business segment.
The EBITDA margin recorded an increase of 2 percentage points, from 11.7% to 13.7%.

Outlook for the year

The economic performance and cash generation capacity, also demonstrated in 2024, point to a further improvement in results for the next year.
From a strategic point of view, the Group intends to continue to strengthen and consolidate its integrated and diversified leadership position in the core businesses of book and digital publishing, and to expand its Retail network in order to increase coverage throughout the country.

In particular:

• in the Trade Books area, the Group will pursue the strengthening of its editorial positioning, emphasising the identity and specialisation of the various publishing houses in the various segments, through innovative plans that also include the expansion of the digital offer.
• In the Education Books area, it will continue to focus on the most profitable segments of the textbook market and consolidating its domestic leadership, strengthening and renewing its editorial offer and taking full advantage of the digital convergence process (through the new single digital platform for all three publishing houses).
• in the Retail area, on the one hand, the selective development of the network of shops will continue, both direct – through the opening of around ten new sales outlets – and in franchising; on the other, the activity of optimising the sales area and maximising the efficiency of the network, which is essential to increase the profitability of the area and emphasise its effectiveness in conveying the Group’s editorial proposal to the market, while maintaining a close watch on relevant consumer targets and new market trends.
• Meanwhile, in the media sector, the Group will keep strengthening its competitive position by enhancing digital skills and offerings, with a particular focus on consolidating initiatives in influencer marketing, food and MarTech.

The Mondadori Group will also continue to play an active role in the field of Artificial Intelligence, in its areas of competence, through the second PLAI start-up acceleration programme.

Income Statement

The Group’s economic and financial targets below refer to the current scope.

Given the above and the reference context, it is reasonable to expect low-single digit growth in both revenue and Adjusted EBITDA for the 2025 financial year, consistent with the 2024-2026 scenario projected last year. Margins are expected to remain stable at around 17%, supported by targeted pricing strategies for Book products and ongoing efficiency improvements across all business areas. This is despite rising costs, particularly in labour (due to the new National Collective Agreement) and logistics services. It is also worth noting that the terms and conditions for logistics services are being renegotiated for 2026 and beyond.

Cash Flow and Net Financial Position

The Group is expected to maintain its strong cash generation capacity, with an average annual Ordinary Cash Flow of around € 70 million, in line with the 2024-2026 forecast. For the 2025 financial year, the timing of the Trade Books area publishing plan, where the best-selling titles were released in the first half of 2024 and are scheduled for the second half of 2025, may result in some receipts being delayed from 2025 to 2026. As a result, there could be a slight shortfall compared to the target, but this will lead to a corresponding benefit in the early months of the following year.

The Group’s Net Financial Debt (IFRS 16) is expected to come in, at end FY 2025, as 1.0x adjusted EBITDA (from 1.1x at end 2024)

The Group’s significant cash generation will continue to be allocated to maximising the company’s value creation, through an active investment policy in its core and adjacent businesses aimed at seizing opportunities to strengthen the Group’s leadership, expand geographically and/or broaden its publishing offering and/or enhance its presence within the book value chain.
This development strategy will be accompanied by the well-established and increasing shareholder remuneration policy, through the confirmation of a Dividend Policy that provides for the annual distribution of 50% of the Ordinary Cash Flow per share or the Dividend per Share of the previous year increased by 10%, whichever is the greater.

Performance of Arnaldo Mondadori Editore S.p.A.

The Parent Company’s income statement at 31 December 2024 recorded the same net profit as in the consolidated financial statements of € 60.2 million (€ 62.4 million in 2023), due to the fact that the Company has chosen to use the equity method to measure its investments in the separate financial statements.

Revenues, which consist of the costs of central structures charged back to the subsidiaries, amounting to € 46 million, increased by about 7% compared to the previous year, due to higher charges (related to IT services, administrative services and occupied space).

Adjusted EBITDA for 2024 (€ -5.9 million) was essentially stable compared to the previous year, despite higher IT fees as well as costs related to the start-up of the PLAI project.

FY2024 presents a reported EBITDA of € -7.5 million, unchanged from FY2023 (€ -7.5 million), also due to lower restructuring costs (partly related to the early retirement plan in FY2023).

Dividend distribuition proposal proposal of € 0.14 per ordinary share

Based on the results of FY2024, the Board of Directors will propose to the next Annual General Meeting of Shareholders, scheduled for 16 April 2025, the payment of a dividend of € 0.14 per share to shareholders. This represents a 17% increase, amounting to a total of € 36.5 million.
This amount corresponds to a payout of 60% of the 2024 net profit and a dividend yield of almost 7% compared to the share price on 31 December 2024.

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

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

Significant events after Year-End 2024

On 10 January 2025, Mondadori Libri S.p.A. finalised the acquisition of a further 25% stake in A.L.I. S.r.l. – Agenzia Libraria International, which operates in the distribution of books. As a result of this operation, Mondadori Libri S.p.A. has brought its former 75% stake held in the company to 100%.
The increase in the A.L.I. stake came following the exercise of the call option set forth in the contract signed and announced on 11 May 2022, at the time of the acquisition of an initial 50% stake in the share capital, which envisaged the right, for Mondadori Libri, to acquire the remaining 50%. This is thanks to a deferred purchase commitment and a put & call agreement, each accounting for 25% of the A.L.I. S.r.l. capital; the former was implemented and disclosed in January 2023.
The provisional price, paid in cash, is € 12.2 million, determined on the basis of the average 2023-2024 EBITDA as well as the positive net financial position (cash) of the scope covered by the transaction, which at 31 December 2024 amounted to € 27 million. This provisional price may be adjusted following the approval of the financial statements as at 31 December 2024.

On 3 March 2025 the Mondadori Group completed, through its subsidiary Mondadori Libri S.p.A., the acquisition of a further 24.5% stake in Edizioni Star Comics S.r.l., Italy’s leading comic book publisher. As a result of this operation, Mondadori Libri S.p.A. has now brought its stake in the publishing house to 75.5%, from the former 51%. The increase in the stake in Edizioni Star Comics was carried out through the exercise of the call option envisaged by the agreement signed and disclosed to the market on 6 June 2022, which gave the Mondadori Group the right to acquire the remaining 49% stake in the company in two tranches of 24.5% each, exercisable in 2025 and 2028. The provisional purchase price, paid fully in cash today, is € 5 million, determined on the basis of the average EBITDA for the three-year period 2022-2024 as well as the net financial position over the twelve months prior to the closing date (amounting to € 2.5 million). This provisional price may be adjusted following the approval of the 2024 financial statements.

Proposed renewal of the authorization to purchase and dispose of Treasury Shares

Following expiry of the previous authorization resolved upon by the Shareholders’ Meeting on 24 April 2024, with the approval of the financial statements at 31 December 2024, the Board of Directors will propose to the next Shareholders’ Meeting, scheduled for 16 April 2025, the renewal of the authorization to purchase and dispose of treasury shares with the aim of retaining the applicability of law provisions in the matter of any additional 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.

• Motivations

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

• use the Treasury Shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
• use the treasury shares purchased or already held in portfolio against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
• undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• rely on investment or divestment opportunities, if considered strategic by the Board of Directors, also in relation to available liquidity;
• dispose of treasury shares to service share-based incentive plans set up pursuant to Article 114-bis of the TUF, and plans for the free allocation of shares to employees or members of the governing bodies of the Company or to Shareholders.

• Duration

The 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 2025 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 made, 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, in 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. 1,268,471 treasury shares, equal to 0.485% 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, which will be published within the time limits and in the manner prescribed by applicable regulations.

Allocation of Shares under the 2022-2024 Performance Share Plan: Information pursuant art. ART. 84-bis, paragraph 5 CONSOB Regulation no. 11971/1999

The Board of Directors, based on the final assessment of the achievement of the Performance Targets underlying the Plan, and having heard the Remuneration and Appointments Committee, resolved to allocate, on 15 May 2025, a total of 507,774 Arnoldo Mondadori Editore S.p.A. shares to a total of 13 beneficiaries, implementing the provisions of the “2022-2024 Performance Share Plan” adopted by the Shareholders’ Meeting on 28 April 2022 (the “2022-2024 Plan”).

Mention should be made that the 2022-2024 Plan grants its beneficiaries the right to receive, free of charge, shares in the Company held as treasury shares provided that, at the end of a reference period of three financial years, the performance targets set in the same Plan have been achieved.
The beneficiaries of the 2022-2024 Plan are the Chief Executive Officer, the CFO and 11 managers identified by name by the Chief Executive Officer, as delegated by the Board of Directors.
The characteristics of the Plan are explained in detail in the Directors’ Report to the Shareholders’ Meeting of 28 April 2022 and in the information document drawn up pursuant to article 84-bis of CONSOB Regulation no. 11971/1999 available at www.gruppomondadori.it, Governance section, to which reference should be made.
Attached is the information required by Schedule 7 of Annex 3A to CONSOB Regulation no. 11971/1999 to account for the allocation of shares in the context of the 2022-2024 Plan.

Proposal to the Shareholders’ meeting to adopt a Performance Share Plan related to the three-year period 2025-2027

The Board resolved, on a proposal from the Remuneration and Appointments Committee, and continuing to apply the performance share instrument for the medium-long term remuneration of executive directors and strategic executives, as per Legislative Decree 58 of 24 February 1998, art. 114-bis, to submit for approval by the Shareholders’ Meeting, convened for 16 April 2025, the establishment of a Performance Share Plan for the three-year period 2025-2027, reserved for the Chief Executive Officer, the CFO – Executive Director and a number of Company Managers who have an employment and/or directorship relationship with the Company or with its subsidiaries on the date of allocation of the shares.
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.
The Plan envisages the assignment to the beneficiaries of rights to the free allocation of company shares, subject to the achievement of specific performance targets set and measured at the end of the three-year performance period.
These targets are structured to include both shareholder remuneration indicators and management indicators functional to raising the share value, ensuring maximum alignment of Management remuneration and the creation of value for the Company, as well as indicators of a non-operating/financial nature linked to ESG issues.
For details on the proposed adoption of the 2025-2027 Performance Share Plan, the beneficiaries and the characteristics of said Plan, reference should be made to the Information Document approved by the Board of Directors, pursuant to Article 84-bis and annex 3A of the Issuer Regulation, and to the Explanatory Report of the Board of Directors, which will be published within the time limits and in the manner prescribed by applicable regulations.

Proposal to the Shareholder’s Meeting to adopt a short-term incentive Plan (MBO) 2025

On a proposal from the Remuneration and Appointments Committee, the Board resolved to submit the adoption of a Short-Term Incentive Plan (MBO) for the year 2025 to the Ordinary Shareholders’ Meeting for approval, pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998.
The Plan, which is reserved for the same beneficiaries as the 2025-2027 Performance Share Plan, governs the determination, subject to the achievement of specific individual and Group performance objectives, of the annual Variable Remuneration (MBO) for the year 2025. In particular, the Plan envisages a voluntary mechanism for the conversion into Mondadori shares of a percentage component equal to 15% or 30% of the Variable Remuneration itself, as well as the disbursement of an additional “bonus” component in shares, equal to the number of shares resulting from the conversion.

Any allocation of the total component in shares would take place at the end of a 24-month deferral period with respect to the MBO vesting date.

For details on the proposed adoption of the 2025 Short-term Incentive Plan (MBO), the beneficiaries and the characteristics of said Plan, reference should be made to the Information Document approved by the Board of Directors, pursuant to Article 84-bis and annex 3A of the Issuer Regulation, and to the Explanatory Report of the Board of Directors, which will be published within the time limits and in the manner prescribed by applicable regulations.

Supplementation of the Board of Statutory Auditors

As previously disclosed, on 21 December 2024, Ezio Simonelli resigned from his position as Standing Auditor. Consequently, pursuant to Article 2401 of the Italian Civil Code, the alternate auditor Emilio Gatto—who was on the same list submitted by the majority shareholder Fininvest S.p.A. at the Shareholders’ Meeting on 24 April—has taken over as Standing Auditor until the “next Shareholders’ Meeting.”
The Shareholders’ Meeting on 16 April 2025 will be called to resolve on the integration of the Board of Statutory Auditors through the appointment of one Standing Auditor and one Alternate Auditor.
It should be noted that, in accordance with the bylaws regarding the appointment by the Shareholders’ Meeting of Standing and/or Alternate Auditors for the integration of the Board of Statutory Auditors, as well as the replacement of auditors elected from the majority list, the appointments will be made by relative majority vote with no list constraints.

2024 Sustainability report pursuant to legislative decree 125/2024

In accordance with the requirements of Legislative Decree 125/2024, which implemented the Corporate Sustainability Reporting Directive (CSRD) in Italy, the Directors’ Report on Mondadori Group Operations in 2024 includes Sustainability Reporting. The introduction of the CSRD represents a significant regulatory development aimed at enhancing the quality, consistency, reliability, and comparability of sustainability reporting by companies operating within the European Union.
For the 2024 financial year, the contents of the Group’s Report were determined based on the results of a double materiality analysis (Impact Materiality and Financial Materiality), conducted in accordance with the new European Sustainability Reporting Standards (ESRS). This analysis enabled the identification of significant impacts, risks and opportunities, providing a comprehensive view of the company’s environmental, social and governance performance, as well as outlining its commitment to long-term value creation for all stakeholders. In 2024, continuing the approach from previous years, stakeholder engagement to assess material impacts was carried out through the involvement of employees, teachers and customers from our bookstores.

Sustainability Plan

The new 2025-2027 three-year Sustainability Plan enhances Mondadori Group’s central role as a publisher, placing particular emphasis on social sustainability, alongside environmental and governance aspects. The results of the double materiality assessment are structured around three sustainability pillars, which are strongly connected to the company’s identity and business strategy and are further broken down into goals, actions and targets.
The three identified pillars are:

• quality and social value of the publishing offer, through the promotion of reading and content accessibility;
• efficiency and environmental responsibility across the supply chain;
• empowerment and inclusion of people, through policies promoting diversity, social well-being, and human rights along the value chain.

The results for the year ended 31 December 2024, approved on today’s date by the Board of Directors, will be presented by the Mondadori Group Management to the financial community in a presentation scheduled today at 3:30 PM. The corresponding documentation will be available on 1Info (www.1info.it), at www.borsaitaliana.it and at www.gruppomondadori.it (Investors section). Journalists will be able to follow the proceedings of the presentation via webcast, by dialling +39028020927 and via web https://www.c-meeting.com/web3/join/MKRA9NDNUBPJNA.

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):

• Consolidated Statements of Financial Position
• Consolidated Income Statement
• Consolidated income statement – fourth quarter
• Group cash flow
• Arnoldo Mondadori Editore S.p.A. Statements of financial position
• Arnoldo Mondadori Editore S.p.A. income statement
• Arnoldo Mondadori Editore S.p.A. statement of cash flows
• Glossary of terms and alternative performance measures used
• Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999.

^[1] Source: AIE, 2024 (adopted first-year sections)

 

The Mondadori Group announces the completion today, through its subsidiary Mondadori Libri S.p.A., of the acquisition of a further 24.5% stake in Edizioni Star Comics S.r.l., Italy’s leading comic book publisher.

As a result of this operation, Mondadori Libri S.p.A. has now brought its stake in the publishing house to 75.5%, from the former 51%.

The increase in the stake in Edizioni Star Comics was carried out through the exercise of the call option envisaged by the agreement signed and disclosed to the market on 6 June 2022, which gave the Mondadori Group the right to acquire the remaining 49% stake in the company in two tranches of 24.5% each, exercisable in 2025 and 2028.

The provisional purchase price, paid fully in cash today, is € 5 million, determined on the basis of the average EBITDA for the three-year period 2022-2024 as well as the net financial position over the twelve months prior to the closing date (amounting to € 2.5 million).
This provisional price may be adjusted following the approval of the 2024 financial statements.

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the draft Parent Company and Group consolidated financial statements at 31 December 2023 presented by CEO Antonio Porro.

“In the financial year just ended, the Mondadori Group continued to develop its core business, focused on strengthening its presence in book publishing as well as on promotion and distribution for third-party publishers. The Group achieved excellent consolidated earnings, significantly higher than the previous year. The Group’s current configuration, also in light of the economic and financial results achieved in 2023, allows us to predict further improvement for 2024 of results even with the same consolidation scope”, underlined Antonio Porro, CEO of the Mondadori Group.

PERFORMANCE AT 31 DECEMBER 2023

Consolidated revenues for 2023 amounted to € 904.7 million, a slight increase (+0.2%) on the € 903 million recorded in 2022. Net of the changes in consolidation scope between the two financial years, the organic growth in revenues rose to 1.1%.

The Adjusted EBITDA for 2023 of € 152.1 million (compared to € 136.3 million in 2022) shows an increase of almost € 16 million (+11.5% and consistent with the guidance, which estimated a high single/low double-digit increase) to which all business areas contribute.

Netting the results for the two periods in question of the reliefs and contributions respectively paid, the growth recorded by Group’s Adjusted EBITDA would exceed € 19 million (+14.2%). Two thirds of this result is derived from the operating performance of the original consolidation scope (thanks, in particular, to the Education and Retail Books areas) and the remaining part is mainly attributable to the consolidation of the new companies acquired in the Trade Books area.

Overall, profitability stood at 16.8%, up by almost 2 percentage points from around 15% in the 2022 financial year and in the upper part of the target range previously communicated to the market.

The Group EBITDA for the 2023 financial year was € 148.9 million, compared to € 130.7 million in 2022, highlighting an € 18.2 million improvement (+13.9%) attributable to the favourable trend in some operating components and the recognition in the 2023 financial year, in the Media area, of the net capital gain resulting from the sale of the Grazia and Icon magazines (and the related international network).

The 2023 EBIT was positive in the amount of € 84.2 million, showing an improvement of € 11.5 million compared to 2022 (+15.8%). Neutralising the extraordinary items and the impacts of the PPA and impairment processes, the Adjusted EBIT would stand at € 102 million, up by approximately € 12 million (+13.1%) compared to the previous year.

Financial charges recorded an overall increase of over € 2 million, with approximately € 0.5 million resulting from the higher cost of debt – despite a reduction in average exposure – and the remaining € 1.6 million resulting from higher costs arising from the accounting effects of IFRS 16 which, in the 2022 financial year, had allowed non-recurring income (approximately € 1.4 million) linked to the early closure of the old rental contract for the Segrate headquarters to be recognised.

Consolidated result before tax were positive at € 80.5 million, up by about € 14 million (+20.4%) from € 66.9 million in 2022. Also contributing to this performance was an improvement of over € 4 million in the earnings of associates, resulting in particular from: the updated fair value measurement of the investments in A.L.I. and Adgage for a total of approximately € 2 million; the recognition of a capital gain – net of the negative result for the first four months – of € 0.4 million relating to the sale in April 2023 of the residual investment in SEE, the publishing company of Il Giornale, which reported a loss of approximately € 1.8 million in the previous year; the absence of the write-down of the equity investment in Attica, which had a € 1.7 million impact on the 2022 financial year.

The Mondadori Group’s net profit for the year to 31 December 2023, after minority interests, amounted to € 62.4 million, a significant improvement of about 20%, in line with expectations and despite the impairment, equivalent to € 10.3 million, compared to € 52.1 million in 2022. The net profit for 2023 triples the value of the 2019 financial year.

Tax costs in the period totalled € 17.9 million versus € 15.3 million in 2022 due to the higher pre-tax result.

Adjusted net profit for the 2023 financial year, neutralising all non-recurring items previously mentioned, would amount to about € 71 million, up by around 11% on the previous year (€ 63.9 million).

The Net Financial Position excluding IFRS 16 as of 31 December 2023 was € -86.1 million (net debt), an improvement of € 20 million compared to € -106 million in 2022, due to significant cash generation by the business and despite the dividend distribution cash-out. In the financial year 2023, the Group distributed dividends totalling approximately € 29 million, equivalent to a pay-out of 55% of the 2022 net profit.

The IFRS 16 Net Financial Position as of 31 December 2023 amounted to € -158.6 million (net debt), from € -177.4 million in 2022, due to an IFRS 16 debt component of € -72.5 million. The Adjusted NFP/EBITDA ratio is 1.0x, exactly in line with the target communicated to the market and down from 1.3x at the end of 2022.

At € 68.7 million, cash flow from ordinary activities (after cash-outs due to financial expenses and taxes) for the financial year 2023 is 15.1% higher than the figure for 2022 and is at the high end of the guidance (EUR 65-70 million).

As of 31 December 2023, the extraordinary cash flow was negative by € 15.3 million, mainly due to net cash-outs related to merger & acquisition activities of around € 5 million and restructuring costs of around € 5 million.

Free Cash Flow as of 31 December 2023 was positive at € 53.5 million and confirms the Group’s ability to finance its inorganic growth policy and the distribution of significant dividends to shareholders.

As of 31 December 2023, the Mondadori Group employed 1,945 people, an increase of 2.4% compared to the 1,900 employed at 31 December 2022 (+45 people).

PERFORMANCE OF BUSINESS AREAS

Trade BOOKS AREA

Following the consolidation phase in 2022, in 2023 the book market showed further growth in value of 3.4% and a substantial stability in volume. In the fourth quarter, the value increased by 5.7% thanks to the excellent earnings recorded during the Christmas season.

In this context, the Mondadori Group’s publishing houses grew by 3.7% across 2023, outperforming the market of reference – particularly thanks to the excellent earnings achieved in the first and fourth quarters from the publication of titles such as Spare – Il minore (“Spare”). by Prince Harry, Le armi della luce (“The Weapons of Light”) by Ken Follett, published by Mondadori, and La vita intima by Nicolò Ammaniti, published by Einaudi -, and consolidate their leadership nationally with a market share of 27.6% at the end of 2023.

Revenues for 2023 amounted to € 374.3 million, having grown by around 10.4% compared to the previous year, also due to the consolidation of the recently acquired companies (A.L.I. and Star Comics).

Adjusted EBITDA was € 59.2 million: net of the reliefs relating to Electa’s museum activities, amounting to € 6.4 million, from which the 2022 financial year had benefited, the area recorded an increase in its margin of around 22% (+ € 10.5 million), largely attributable to the contribution of the new companies consolidated from 2023, despite the negative impact of the higher cost of paper compared to the previous period. The profitability achieved by the Trade Books area was 15.8% in 2023, showing improvement on 2022, excluding the contribution of the reliefs (14.4%).

Education BOOKS AREA

The Schools market (primary and secondary schools) in Italy in 2023 is estimated to have grown by around 3.5% on the previous year to approximately € 618 million.

In the 2023 financial year, the Mondadori Group’s publishing houses confirmed their leadership at national level, with a 32% share of the set texts market, substantially stable compared to 2022, due to growth in the secondary school segment (middle and high schools) and a decline in primary schools.

Revenues in the area were € 237.5 million (€ 237.3 million in 2022), stable compared to the previous year. In particular, lower and upper secondary school revenues, which account for over 80% of the area’s revenues, grew by around 5%, versus a fall in primary school revenues (-6.5% compared to 2022). In addition to the above, there was a decline of approximately 6% in the distribution and sale of third-party products by Rizzoli Education (dedicated to the teaching of foreign languages) and a contraction in sales of non-set text products.

The area’s Adjusted EBITDA in 2023 was € 67.7 million, a distinct improvement on the € 63.5 million recorded in 2022 (+6.7%), thanks to the contribution of all publishing houses and the full completion of the synergies resulting from the integration of D Scuola.

The 28.5% profitability in 2023 was higher than that recorded in 2022 (26.7%) thanks to the lower incidence of industrial costs – as a result of the lower cost of paper purchases, down by around € 4 million – and promotional costs.

RETAIL AREA

In a context of growth in the Italian market, there was an improvement in the physical channel (+4.3%) and a recovery in the online channel, which saw a gradual recovery in the fourth quarter, closing the year with an increase of 2%.

In 2023, Mondadori Retail grew by 5.6%, outperforming the market of reference for the third consecutive year. Thanks to this result, which was due to the excellent performance of physical shops, Mondadori Retail’s market share grew to 12.8% (+0.3% compared with 31 December 2022) of the total market and was close to 20% of the physical market. The ongoing development and renovation of existing stores and the focus on the core business of books enabled the Mondadori bookshop network to consolidate its role in the market.

The transformation process launched over the past years has made for an improvement in operating and management performance, as shown in the income statement for 2023, which highlights strong growth in revenue and margins of the Retail area.

Revenues amounted to € 199.5 million, up 5.4% (+ € 10.3 million) on the previous year, the highest value recorded since the pre-pandemic year 2019.

An analysis of sales by channel shows further growth in revenues from direct bookshops (+10.3% compared with the previous year), franchised bookshops (+4.5% compared with 2022) and the online channel (+3.1% compared with the previous year).

Books, the Mondadori Group’s core business, provided the greatest revenues (over 80% of the total), having grown overall by 6.1% compared with 2022, driven by the excellent performance of physical stores; the non-book turnover recorded a positive trend (+14.4% compared with 2022), thanks to growth in the impulse sector (stationery and gifts).

The area shows a positive Adjusted EBITDA of € 14 million, up by more than 50% compared to 2022 (+ € 4.9 million), confirming a gradual improvement in performance (in 2019, Adjusted EBITDA was € 5 million).

It is important to note that the area’s 2023 income statement returned to profit after more than a decade, closing with a positive net profit of € 1.5 million, an improvement of € 3 million compared to the loss of € -1.4 million in 2022.

MEDIA AREA

In 2023, the Mondadori Group confirmed its position as Italy’s leading multimedia publisher: in print, with 13 magazines and 9 million readers and a market share (in terms of circulation) of 20.3%, slightly up – on a like-for-like portfolio of titles – compared with December 2022 (19.8%); online, with 12 brands and an average of around 28 million unique users/month; in social media, with more than 110 profiles and a fanbase of around 103 million as of 31 December 2023.

In the financial year 2023, revenues in the Media area amounted to € 141 million, down by 20.6% compared to the previous year. On a like-for-like basis, this contraction was reduced to 2.7% by the positive performance achieved in the fourth quarter of the year (+7% approximately) and highlights different trends in the two components: digital and print.

Digital activities, which account for around 40% of total turnover for the area, recorded an increase in advertising revenues of around 23%, mainly due to the positive performance of the MarTech segment; print activities fell by 14.8%, mainly due to the decline in add-on sales for the entire year caused by the decision to reduce releases in low-margin products such as music and home video.

Adjusted EBITDA amounted to € 16.4 million, about +16% year-on-year, attributable to both business segments. The EBITDA margin recorded an increase of almost 4 percentage points, from 7.9% to 11.7%. Specifically: in the print area, the increase was due to the rationalisation of the portfolio of activities with more stable profitability, the constant attention being paid to the development and rationalisation of costs, as well as the recognition of a tax credit to partially offset the costs incurred by the publisher for magazine distribution activities; in the digital area, adjusted EBITDA increased by approximately € 1 million compared to the previous year, thanks to higher revenues and the contribution of new initiatives, despite the earnings from the digital activities of the magazines sold being removed from the consolidation scope.

OUTLOOK FOR THE YEAR

The Group’s current configuration, economic performance and cash generation capacity, also demonstrated in 2023, point to a further improvement in results for 2024, even on a like-for-like basis.

From a strategic point of view, the Group intends to continue the process of strengthening its core business in the Trade Books area, both in publishing, by emphasising the identity and specialisation of the various publishing houses, and by continuing the process of vertical integration in the various stages of the book chain, particularly in the comics segment, by taking full advantage of the distribution synergies arising from the acquisition of Star Shop.

In the Education Books area, it will continue to focus on the most profitable segments of the textbook market and consolidating its domestic leadership, strengthening and renewing its editorial offer and taking full advantage of the digital convergence process (through the development of a new single digital platform for all three publishing houses).

In the Retail area, the Mondadori Group will continue with the selective development of its network of shops, both direct – by opening around ten new outlets – and franchised, as well as with improving the sales surface area, maximising the efficiency of the network and enriching its range of publications, which is essential both to increase the profitability of the area and to improve its effectiveness in conveying the Group’s editorial offer to the market.

In the Media area, the Mondadori Group will at the same time continue to strengthen its competitive positioning by developing its skills and offer in the digital area, in particular through initiatives in the content creator, Food and MarTech segments.

Income Statement

The following are the Group’s economic and financial targets for the financial year 2024, based on a consolidation scope that includes only completed extraordinary transactions (Star Shop):

• 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.

At the end of the next three-year period, i.e. in the financial year 2026, with the consolidation scope described above and therefore with the only organic growth, the Group estimates that it will be able to achieve consolidated revenues in the region of € 1 billion and a proportional growth in margins that will enable it to confirm profitability approximately at 17%.

Cash Flow and Net Financial Position

In the three-year period 2024-2026, the Group is expected to confirm the significant cash generation capacity shown in 2023 and therefore cash flow from ordinary operations of no less than € 70 million.

DIVIDEND POLICY

The Group’s significant cash generation over the next three years will be allocated to maximising the company’s value creation, through an active investment policy in its core and adjacent businesses aimed at seizing opportunities to strengthen its leadership, expand geographically and/or expand its presence within the book value chain. This development strategy will be accompanied by an increasing shareholder remuneration policy, through a more consistent Dividend Policy that provides for, each year of the three-year-period, the distribution of 50% of the Ordinary Cash Flow per share (from the previous 40%) or the Dividend per Share of the previous year increased by 10%, whichever is the greater.

Each year, the Board of Directors, when proposing the distribution to the Shareholders’ Meeting, will take account of the general macroeconomic scenario, as well as the expected cash flows and the Group’s equity and financial structure.

PERFORMANCE OF ARNOLDO MONDADORI EDITORE S.P.A.

The Parent Company’s income statement at 31 December 2023 shows the same 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.

Revenues, which consist of the costs of central structures charged back to the subsidiaries, amounting to € 43.1 million, increased by about 3% compared to the previous year, due to higher charges (related to IT services and occupied space) resulting from the expansion of the Group’s consolidation scope and the respective offices.

Adjusted EBITDA in 2023 was € -5.6 million, essentially stable compared to 2022 (€ -5.7 million in 2022).

Reported EBITDA for 2023 was € -7.5 million, down from 2022 (€ -6.7 million), mainly due to higher allocations related to restructuring costs.

DIVIDEND DISTRIBUTION PROPOSAL OF € 0.12 PER ORDINARY SHARE

Based on the results of the 2023 financial year, the Board of Directors will submit a proposal to the next Shareholders’ Meeting, convened on 24 April 2024, for the distribution of a dividend per share of € 0.12, gross of withholding taxes, for each ordinary share (net of treasury shares) outstanding at the record date.
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 no. 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.

SIGNIFICANT EVENTS AFTER YEAR-END 2023

On 1 February 2024, through its subsidiary Mondadori Libri S.p.A., the Mondadori Group finalised the acquisition of 51% of the share capital of Star Shop Distribuzione S.r.l., which operates in the comic book and gadget segment and is particularly active in the distribution of third-party publishers in the comic book shop channel and in the management of sales outlets – direct and affiliated – in the same segment. As communicated to the market on 29 June 2023, following authorisation by the Italian Antitrust Authority pursuant to Law 287/1990 – as previously announced on 3 November 2023 -, the transaction is effective from 1 February 2024, as of which Mondadori will also proceed with the line-by-line consolidation of the company.

PROPOSED RENEWAL OF THE AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES

Following expiry of the previous authorization resolved upon by the Shareholders’ Meeting on 27 April 2023, with the approval of the financial statements at 31 December 2023, the Board of Directors will propose to the next Shareholders’ Meeting, called for 24 April 2024, the renewal of the authorization to purchase and dispose of treasury shares with the aim of retaining the applicability of law provisions in the matter of any additional 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:

• Motivations

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

• use the Treasury Shares purchased or already in the Company portfolio as compensation for the acquisition of interests within the framework of the Company’s investments;
• use the treasury shares purchased or already held in portfolio against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
• undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• rely on investment or divestment opportunities, if considered strategic by the Board of Directors, also in relation to available liquidity;
• dispose of treasury shares to service share-based incentive plans set up pursuant to Article 114-bis of the TUF, and plans for the free allocation of shares to employees or members of the governing bodies of the Company or to Shareholders.

• Duration

The 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 made, 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, in 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, which will be published within the time limits and in the manner prescribed by applicable regulations.

GRANTING OF SHARES UNDER THE 2021-2023 PERFORMANCE SHARE PLAN: INFORMATION PURSUANT TO ART. 84-BIS, PARAGRAPH 5 CONSOB REGULATION NO. 11971/1999

The Board of Directors, based on the final assessment of the achievement of the Performance Targets underlying the Plan, and having heard the Remuneration and Appointments Committee, resolved to allocate a total of no. 729,331 Arnoldo Mondadori Editore S.p.A. shares to a total of 13 beneficiaries, implementing the provisions of the “2021-2023 Performance Share Plan” adopted by the Shareholders’ Meeting on 27 April 2021 (the “2021-2023 Plan”).

Mention should be made that the 2021-2023 Plan takes the form of a share granting plan and grants its beneficiaries the right to receive, free of charge, shares in the Company held as treasury shares provided that, at the end of a reference period of three financial years, the performance targets set in the same Plan have been achieved.

The beneficiaries of the 2021-2023 Plan are the Chief Executive Officer, the CFO and 11 managers identified by name by the Chief Executive Officer, as delegated by the Board of Directors.

The characteristics of the Plan are explained in detail in the Directors’ Report to the Shareholders’ Meeting of 27 April 2021 and in the information document drawn up pursuant to article 84-bis of CONSOB Regulation no. 11971/1999 available at www.gruppomondadori.it, Governance section, to which reference should be made.

Attached is the information required by Schedule 7 of Annex 3A to CONSOB Regulation no. 11971/1999 to account for the allocation of shares in the context of the 2021-2023 Performance Plan.

PROPOSED ADOPTION OF A PERFORMANCE SHARE PLAN COVERING THE THREE-YEAR PERIOD 2024-2026

The Board resolved, on a proposal from the Remuneration and Appointments Committee, and continuing to apply the performance share instrument for the medium-long term remuneration of executive directors and strategic executives, as per Legislative Decree 58 of 24 February 1998, art. 114-bis, to submit for approval by the Shareholders’ Meeting, convened for 24 April 2024, the establishment of a Performance Share Plan for the three-year period 2024-2026, reserved for the Chief Executive Officer, the CFO – Executive Director and a number of Company Managers who have an employment and/or directorship relationship with the Company or with its subsidiaries on the granting date of the shares.
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.
The Plan envisages the assignment to the beneficiaries of rights to the free allocation of company shares, subject to the achievement of specific performance targets set and measured at the end of the three-year performance period.
These targets are structured to include both shareholder remuneration indicators and management indicators functional to raising the share value, ensuring maximum alignment of Management remuneration and the creation of value for the Company, as well as indicators of a non-operating/financial nature linked to ESG issues.
For details on the proposed adoption of the 2024-2026 Performance Share Plan, the beneficiaries and the characteristics of said Plan, reference should be made to the Information Document approved by the Board of Directors, pursuant to Article 84-bis and annex 3A of the Issuer Regulation, and to the Explanatory Report, which will be published within the time limits and in the manner prescribed by applicable regulations.

PROPOSAL TO THE SHAREHOLDERS’ MEETING TO ADOPT A SHORT-TERM INCENTIVE PLAN (MBO) 2024

On a proposal from the Remuneration and Appointments Committee, the Board resolved to submit the adoption of a Short Term Incentive Plan (MBO) for the year 2024 to the Ordinary Shareholders’ Meeting for approval, pursuant to Article 114-bis of Legislative Decree no. 58 of 24 February 1998. 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 details on the proposed adoption of the 2024 Short-term Incentive Plan (MBO), the beneficiaries and the characteristics of said Plan, reference should be made to the Information Document approved by the Board of Directors, pursuant to Article 84-bis and annex 3A of the Issuer Regulation, and to the Explanatory Report, which will be published within the time limits and in the manner prescribed by applicable regulations.

PROPOSAL TO RENEW THE POWERS OF THE BOARD OF DIRECTORS PURSUANT TO ARTICLES 2443 AND 2420-TER OF THE ITALIAN CIVIL CODE

The Board of Directors will propose the Shareholders’ Meeting, called on 24 April 2024, also in extraordinary session, 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 Board will propose to the Shareholders’ Meeting:

– 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 proposed 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 proposals for the renewal of proxies are 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.

CONSOLIDATED NON-FINANCIAL STATEMENT PURSUANT TO LEGISLATIVE DECREE 254/2016

Under Legislative Decree 254/2016, the Board of Directors’ 2023 Report on Operations of the Mondadori Group is also composed of the Consolidated Non-Financial Statement (NFS), a qualitative-quantitative description of the non-financial performance of the Company, associated with environmental, social, and staff-related issues, as well as those regarding respect for human rights, and the fight against corruption and bribery, which are relevant given the activities and characteristics of the Company.

The NFS was prepared in accordance with GRI Standards: In accordance option, and includes benchmark KPIs related to GRI G4 “Media Sector Disclosure”.
With regard to 2023, the Mondadori Group has updated its materiality analysis, consistent with the principles set out by the GRI Sustainability Reporting Standards (GRI Standards) and the reporting scopes laid down by Legislative Decree 254/2016.
In 2023, stakeholder engagement was pursued through the involvement of employees, teachers, bookshop customers, suppliers and financial analysts and investors, with more than 4,500 responses to the engagement questionnaire.

The document also includes the references required by Regulation (EU) 2020/852 related to the introduction of the European Taxonomy.

SUSTAINABILITY PLAN

Actions and initiatives in the ESG area are highlighted as part of the reporting activity. In 2023, constant monitoring of the goals set in the Sustainability Plan was carried out, which made it possible to provide a timely image of the degree to which they were achieved and to identify new future actions for the 2024-2026 Plan.
Below are the objectives achieved and reported for 2023.

Social

1. Preparation of the documentation for the Gender Equality Certification (UNI PDR 125/2022), with Audit scheduled for 2024.
2. Development and implementation of a training plan specifically for D&I with half-yearly seminars for all Mondadori Group people.
3. Launch of the “Care” project for all Group employees and families, with particular focus on the “Parenthood” project to promote more inclusive models of access to maternity/paternity leave, eliminate existing biases and facilitate the return to work, enhancing acquired skills.
4. Review of internal procedures governing selection with the introduction of blind CVs.
5. Review of the internal procedures governing recruitment and career development, with particular attention to D&I matters.
6. Extension of training in digitalisation/new forms of work to all Group employees.
7. Implementation of a training plan accessible to all Group personnel regarding sustainability issues.
8. Establishment of a new Group Charter of Values.
9. Extension to 100% of the school offer of contents/insights relating to Sustainability, the 2030 Agenda for Sustainable Development, diversity, equity and inclusion and civic education.
10. Expansion of ESG training activities for the Group’s school publications departments and for teachers.
11. A growing number of initiatives/services to promote reading.

Governance

1. Setting and measurement of quantitative and measurable ESG-related LTI objectives for top management (Impact Inclusion Index in the 2023-2025 Performance Share Plan).
2. Strengthening of the set of procedures and coverage of the areas of Privacy, Information Management and Cyber Security.
3. Strengthening of the programmes aiming to protect intellectual property/copyright.
4. Strengthening of stakeholder engagement activities through the gradual expansion of engagement initiatives.

Environment

1. Extension of the electricity supply from renewable sources to sites (Segrate) and stores (Mondadori Duomo and Turin).
2. Energy efficiency actions through improved management of electrical and mechanical systems at the Segrate site.
3. Energy efficiency actions as part of direct book store renovation/opening initiatives and obtaining LEED certification (gold) for Mondadori Duomo.
4. Finalisation of the “Book environmental footprint” project study: Life-Cycle Assessment (LCA) study for measuring environmental impacts and establishing data-based objectives for reducing atmospheric emissions and achieving continuous improvement along the entire value chain.
5. Maintenance of the commitment to purchase ≈100% of paper from certified PEFC/FSC sources for Mondadori Group products with extension to newly acquired companies.
6. Extension to 100% of the School proposition of insights and fact sheets dedicated to environmental culture of the entire school offer and promotion of such content in the Trade proposition.

No legal action was initiated or concluded against the Group or its employees for cases of corruption during the year, nor were any reports made within the whistleblowing system.

The results for the year ended 31 December 2023, approved on today’s date by the Board of Directors, will be presented by the Mondadori Group Management to the financial community at a presentation scheduled for 3:30 p.m. today in person and via webcast. The corresponding documentation will be available on 1Info (www.1info.it), at www.borsaitaliana.it and at www.gruppomondadori.it (Investors section). Journalists will be able to follow the proceedings of the presentation via webcast, by dialling +39 02 802 09 27 and via web https://www.c-meeting.com/web3/join/MKRA9NDNUBPJNA.

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

Annexes (in the complete pdf):

1. Consolidated Statements of Financial Position
2. Consolidated Income Statement
3. Consolidated income statement – fourth quarter
4. Group cash flow
5. Arnoldo Mondadori Editore S.p.A. Statements of financial position
6. Arnoldo Mondadori Editore S.p.A. income statement
7. Arnoldo Mondadori Editore S.p.A. statement of cash flows
8. Glossary of terms and alternative performance measures used
9. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999.

The Mondadori Group announces that, through its subsidiary Mondadori Libri S.p.A., it has today completed the acquisition of 51% of the share capital of Star Shop Distribuzione S.r.l., a company operating in the comics segment with pubishing and gadgets, particularly as a distributor for third-party publishers in the comic book channel and operator of direct and affiliated retail outlets in the same segment.

As communicated to the market on 29 June 2023, following authorisation by the Italian Antitrust Authority pursuant to Law 287/1990 – as previously announced on 3 November 2023 -, the transaction is effective from today’s date, as of which Mondadori will also proceed with the full consolidation of the company.

As previously stated, the acquisition makes it possible to replicate in the comics segment the vertically-integrated business model with which the Mondadori Group already operates in the book segment.

Under the agreement, Sergio Cavallerin and Matteo Cavallerin – who founded and have thus far successfully managed the company – will retain management responsibility and continue to hold the role of Executive Directors in the Company.

The price, based on an Enterprise Value of 9 million euros, covering 100% of the Company, is 4.6 million euros, entirely paid in cash today, and will be subject to adjustment based on the final net financial position on 1 February 2024.

As previously stated, the agreement includes the signing of put & call option contracts governing the transfer of the residual 49% share of Star Shop Distribuzione. The options will be available for exercise in two equal tranches respectively starting from the approval of the 2025 financial statements and of the 2028 financial statements, at a price to be defined on the basis of the company’s results during the three-year periods 2023-2025 and 2026-2028.

The Mondadori Group announces to have received notice from the Antitrust Authority of the authorization – as disclosed last 29 June 2023 – to acquire a 51% stake in Star Shop Distribuzione S.r.l., operating in the distribution of third party publishers in the comics channel and in the management of direct and franchised sales outlets in the same segment.

Following the authorization from the above Authority, the transaction will be fully implemented on the closing date, the definition of which will be the subject of timely disclosure to the market.

The Board of Directors of Arnoldo Mondadori Editore S.p.A. has today examined and defined – in light of a more favourable evolution than had been previously forecast of both the business and the prices of the main production factors – the upwards revision of the FY 2023 targets previously disclosed to the market.

Income Statement:

• single-digit revenue growth confirmed;
• Adjusted EBITDA expected to rise by high single-digit/low double-digit (compared with the previous single-digit forecast), with margins expected to range between 16% and 17% (from the previous 15%);
• approximately 20% growth of the net result, forecast doubled with respect to the previous estimates (+10%), due to both the operational improvement and the effects of the sale of the equity investment held in il Giornale.

Cash Flow and Net Financial Position:

• ordinary cash flow is expected to range between € 65 and 70 million, showing an increase of up to 15% compared with the 2022 figure (previous estimate: € 60-65 million, +10%);
• the Group’s net financial debt (IFRS 16) is confirmed to come in, at end FY 2023, as 1.0x adjusted EBITDA, down from 1.3x at end 2022.

The Mondadori Group also reports that today the parent company Arnoldo Mondadori Editore S.p.A. signed the contract for the acquisition of an equity investment equal to 51% of the share capital of Star Shop Distribuzione S.r.l. operating in the distribution of third party publishers in the comics channel and in the management of direct and franchised sales outlets in the same segment.

The acquisition would make it possible to replicate the vertically-integrated business model with which the Mondadori Group already operates in the book segment, in the comics segment too.

The acquisition of 51% of the share capital of Star Shop Distribuzione has been defined on the basis of an enterprise value, on a cash free/debt free basis (in relation to 100% of the Company), of € 9 million.
The price, which will be paid in full, in cash, at closing, will be adjusted on the basis of the net financial position and net working capital at the date on which the acquisition is completed.

The execution of the transaction is subject to the issue by the Antitrust Authority, in accordance with Law 287/1990, of a ruling not to start an investigation or to authorise the transaction, which entails no charges or requirements or corrective measures considered relevant for the Mondadori Group or Star Shop Distribuzione.

The agreements defined also envisage the signing of put & call option contracts governing the transfer of the residual 49% share of Star Shop Distribuzione. The options will be available for exercise in two equal tranches respectively starting from the approval of the 2025 financial statements and of the 2028 financial statements, at a price to be defined on the basis of the company’s results during the three-year periods 2023-2025 and 2026-2028.

In FY 2022, Star Shop Distribuzione recorded revenues of € 34.2 million, EBITDA of € 2 million and net profit of € 1.2 million.

The transaction sees Sergio Cavallerin and Matteo Cavallerin – who founded and to date have successfully managed the company – retain management responsibility and continue to hold the role of Executive Directors in the Company.

Arnoldo Mondadori Editore S.p.A. announces to have finalized today the closing of the disposal of its 18.45% equity stake in Società Europea di Edizioni S.p.A. to P.B.F. S.r.l., previously announced on 16 March last.

The sale consideration, to be settled entirely in cash, was set at 2.3 million euro, taking account of the price adjustment mechanism based on the company’s net financial position at the closing date.

The sale has generated a net capital gain of 0.5 million euro in the Mondadori Group income statement.
In financial year 2022, this stakeholding generated a loss of 1.8 million euro in the consolidated financial statements.

The sale is consistent with the Group strategy to focus on the books business and divest non-core assets.