2022

AdKaora, the Mondadori Group’s digital agency specialising in user-centric mobile advertising and proximity marketing, and Next 14, a leader in marketing technologies, are strengthening their partnership to offer customers a new cookieless solution tracking users’ purchasing decisions through identification of their touchpoints.

The new user identification method AdKaora is working on with Next 14 is based on matches between cookies and ID devices which, in full compliance with privacy legislation, enrich drive-to-store strategies with even more granular cross-device data to permit optimal planning of new high engagement formats for circular, multi-channel brand communications.

Next 14 recently launched its proprietary Rosetta algorithm: an innovative technology designed to help customers create their own private identity graph based on first-party data – that is, data derived from their own tools, such as CRM, web sites and analysis tools – with the goal of connecting different devices in a multi-channel form to improve campaign reach.

Brands and platforms will thus be able to obtain an all-round vision of their audience as they will know all the devices associated with a single person. This solution is made possible by assigning behavioural data linked with various touchpoints to a single profile, relying on first-party data, destined to become increasingly indispensable as third-party cookies are phased out.

Marco Brandstetter, Next Media – Data & Solutions CEO: “What every advertiser wants is to have an all-round vision of the audience. We work every day on innovative technologies for maximising the efficacy of engagement activities and simplifying the work of the professionals who rely on our tools. AdKaora is once again the partner that can make our tools perform better than anyone else, drawing on their experience and great connection with customers.”

The exclusive partnership between AdKaora and Next 14 has been consolidated by a historic synergy involving constant development of key tools for proximity marketing strategies, from the media involved to analysis of results: Next 14’s push notifications permit interception of consumers at important micro-instants, customising the brand’s message and sending users directly to AdKaora’s Find&Go Now!, an intuitive interactive map that guides customers to the nearest point of sale where they can purchase the desired item. Both tools make it possible not only to engage the user at the points of interest involved in the campaign, but to collect important insights for brands as a result of advanced footfall analysis.

With target definition based on the match between cookies and device ID, the two companies want to further perfect post-campaign insights to be provided to brands for fine-tuning future marketing projects.

According to AdKaora CEO Davide Tran: “We have been successfully working with Next 14 for several years to offer exclusive solutions that bring value to our customers with total respect for users’ privacy and UX. With this further project together, we and our partner have set ourselves the goal of identifying users, who are increasingly multi-device (desktop, smartphone, iPad) and multi-environment (online, offline and metaverse, web and apps), and identifying them as unique users in order to direct targeted, high-performing communications toward them via the most appropriate channel. But this is not all we want to do: through target segmentation based on identity graphs, we also want to supply and guarantee precise post-campaign analysis of consumers, offering brands precious qualitative information on users by following all the touchpoints they use in their customer journey.”

The Mondadori Group announces the closing today, through its subsidiary Mondadori Libri S.p.A., in execution of the agreement signed and disclosed to the market last 22 November 2021, of the acquisition, from De Agostini Editore, of a 50% stake in the share capital of De Agostini Libri S.r.l., formerly DeA Planeta Libri, specialized in trade books with focus on the children’s and non-fiction segments.

As already disclosed, the scope of the deal includes Libromania S.r.l., wholly-owned by De Agostini Libri and active in the promotion of third-party publishers: the agreements reached include put&call options, exercisable in second half 2022, which entitle the Mondadori Group to acquire 100% of Libromania.

The total maximum value of the acquisition, taking account of the 100% valuation of Libromania, is set at € 4.5 million.

The transaction, which creates a partnership with a time-honoured publishing house boasting a strong heritage and know-how, is in line with the repeatedly announced strategy of increasing the focus on the core business of books, pursued also through a process of vertical integration in the books market.

In 2021, De Agostini Libri reported consolidated revenue of € 13.9 million and EBITDA of € 0.2 million.

The corporate governance structure entitles the Mondadori Group to fully consolidate the stake.

Closing of the acquisition follows the authorization issued by the Antitrust Authority as disclosed last 25 February 2022.

Arnoldo Mondadori Editore S.p.A. announces that the following documents for the Annual General Meeting, to be held on 28 April 2022 in first call (29 April in second call, if any), are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

• the 2021 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2021, the Directors’ Report on Operations (including the non-financial statement), the certifications pursuant to art. 154 bis, par. 5, of Legislative Decree no. 58/1998;
• the Independent Auditors’ reports and the Board of Statutory Auditors’ report;
• the Report on remuneration policy and compensation paid (prepared pursuant to Article 123-ter of the TUF and 84-quater of the Issuer Regulation);
• the 2021 Report on corporate governance and ownership structure.

Notice is additionally given that the summary statement pursuant to art. 2429 of the Italian Civil Code is also available at the registered office.

Arnoldo Mondadori Editore S.p.A. announces that the following documents are publicly available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

• the notice of call of the Ordinary Shareholders’ Meeting scheduled for Thursday 28 April 2022 in first call (29 April in second call, if any), together with the Directors’ explanatory report, in accordance with Article 125-ter of the TUF, on each of the items on the agenda;
• the Information Document prepared pursuant to Article 84-bis of the Issuer Regulation concerning the 2022-2024 Performance Share plan.

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

ONIM – the National Influencer Marketing Observatory, which analyses Influencer Marketing at the national level in Italy, welcomes new member Mondadori Media, the social multimedia company in the Mondadori Group that leads the Italian market with 60 million fans.

This synergy will broaden ONIM’s vision of the Italian market even further, integrating the experience and know-how of the Mondadori Media brands, which lead the way in vertical segments linked with the Italians’ great passions: from Giallozafferano to Focus, MyPersonalTrainer and The Wom, to mention only a few.

The social multimedia company holds a distinctive position with 110 social profiles and a growing fanbase on all platforms. This dynamic range continues to grow with innovative editorial content drawing on exclusive partnerships with more than 200 top creators particularly popular with Generation Z, a target that is increasingly the focus of brands’ projects and special initiatives.

“The addition of a company like Mondadori Media,” says Matteo Pogliani, ONIM Founder and President, “represents yet another step toward a complete understanding of influencer marketing and the creator economy in Italy. Mondadori Media has stood out over the years for its constant focus on creators, leading to particularly interesting forms of synergy and integration. It represents a case history worth analysing, offering us an opportunity to broaden our horizons in different directions from “classic” Influencer Marketing”.

“We’re very proud to become a part of ONIM: as Italy’s top social destination, we maintain a constant focus on new idioms and the production of innovative, creative formats”, commented Andrea Santagata, General Manager of Mondadori Media. “Our brands respond to the demands of an increasingly vast public, playing a leading role on the social networks, where we can count on the collaboration of a team of creators including top talents from Italy and abroad. This is why we consider it strategic to continue focusing on influencer marketing, adding to and strengthening our range of content,” concluded Santagata.

AdKaora, a Mondadori Group company specialising in user-centric mobile digital advertising and proximity marketing, has been chosen by Sutter to promote its Emulsio MangiaPolvere line of anti-static sprays with a proximity marketing strategy intended to cover all the steps in the funnel.

The campaign, managed with Asset Media and online in November and December, fully met key brand awareness and drive to store goals with a combination of creative high impact formats employing advanced proximity advertising tools to create a highly effect circular multichannel project.

Product awareness was boosted with a new-generation rich media format by AdKaora Creative Studio: the Geyser, an innovative graphic solution with high engagement power designed to offer users a unique brand experience. When opened, the format shows a product presentation video projected from below, ready to explode in the centre of the device’s screen with a geyser-like effect. An interactive carousel allows users to find out about the features of each product in a highly effective customised way through a series of calls to action designed to take users directly to the brand’s website and offer them more information on the item of interest.

To promote footfall in the stores involved in the campaign, the strategy involved use of a mixture of geolocal mobile display advertising formats and near-store, in-store and near-product push notifications, shown to customers in the vicinity of participating stores and set up to steer them to AdKaora’s proprietary Find&Go Now! technology, an interactive map that leads the consumer to the nearest shop where they can buy the product.

Results were positive in terms of both engagement rate and increased footfall: the interaction rate registered with the Geyser format was   13.6%; while the Find&Go Now! engagement rate was 25.6% and uplift in footfall at participating stores reached 22.3%.

To check the effect of the campaign, the AdKaora solutions were, moreover, combined with sales and product data collected through a qualitative analysis by CheckBonus and a quantitative analysis by IRI, both partners of the agency.

With CheckBonus, a variety of marketing tools was used to give visibility to the products and obtain valuable insights in terms of sales drill-down, sales by retailer and sell-out analyses, together with socio-demographic breakdown and consumer behaviour data. A special survey provided information on the factors that influenced purchases, brand and product perception, and the positioning of the brand with respect to competitors. It emerged that the most frequently visited stores were Coop, Conad and Famila: a result confirming the prominence of supermarkets among the points of sale, revealing the extent to which the brand is known for the variety of its products.

The analysis supplied by IRI, which monitors the effects of advertising on product purchasing during a specific period, highlighted positive results in terms of sales uplift with a sales increment of 1.45%.

Davide Tran, CEO AdKaora: “Another successful full pack proximity marketing initiative representing the perfect “marriage” of our rich media formats, which reinforce user engagement and position themselves at the top of the funnel, and our advanced proximity suite. For the latter, analysis of footfall, post-sales and brand lift surveys do not represent the end point of our strategy, but offer inspiration for better organisation of brands’ subsequent advertising plans, on the basis of exclusive insights about products and consumers. In this campaign with Sutter, we have once again achieved important results, to the customer’s great satisfaction, meeting the required KPIs.”

The Wom, the 100% inclusive digital media brand for young millennials and generation Z, is today launching the #TheWomPower campaign to celebrate everyone’s uniqueness and freedom to express their personality.

The project is designed to actively involve the new generations on social media through an innovative and inclusive tool, which encourages creativity and helps people speak frankly and openly about themselves, becoming an inspiration to all the community.

People who do not wish to be boxed into a single definition are being invited by The Wom to share their “superpowers” on social media, i.e. share what makes them exceptionally normal, creating a short video with the new #TheWomPower TikTok effect and the Instagram filter. 

Just use your hands to create the The Wom “W” in front of your smartphone’s camera to activate the effect and be surrounded by the new explosive purple cloud in the brand’s palette, and so transform into one of the WOMderful Heroes with the courage and determination of The Wom. The effect is completed by the original Be WOMderful audio track composed specifically for it.

“After its début last month, the new #TheWomPower campaign is a new piece in the The Wom communication strategy aimed at reaching the young generation as its target, promoting the brand’s values. It is an initiative aimed at making everyone feel perfect in their uniqueness, multiplying the contents and positive models they can see themselves in. Because being normal is an amazing endeavour,” declared Daniela Cerrato, mass market brand manager for Mondadori Media.

The campaign has been developed working with the brand’s Gender and Inclusion editor, focusing also on accessibility for people who have hand motor coordination issues.

“The Instagram filter is completely inclusive: it can be activated your fingers or mouth. It is an important step towards eliminating all types of barriers,” explains Benedetta De Luca, Gender and Inclusion editor for The Wom.

The campaign will be expanded by the The Wom squad and involve over 50 creators. These include body positive creator Giorgy Colella, gamer and cosplayer Antonella Arpa – Himorta, creator and makeup artist Abbia Maswi, curvy influencer Barbara Conte, creator and gamer Gioffy, makeup artist and beauty creator Beatrice Gherardini, fashion stylist and creator Lucia Andreoli, beauty creator and makeup artist Pierangelo Greco and beauty creator Arienne Makeup.

All contents created by users and creators will be included in the #TheWomPower effect page on TikToK and in the The Wom Instagram stories.

The project was developed with the contribution of the TikTok Italia team and the FLU and Cosmic agencies.

To support the launch of #TheWomPower, a domination and amplification campaign was put in place and is currently active on TikTok and Instagram.

The Wom can count on a growing audience: in February, its total fanbase on social media was 3.7 million, with 100,000 more followers compared to January, with 2 million interactions (Source: Sharablee and Insight, February) and a 38% increase in unique users on the web (source: Google Analytics, February vs January).

The initiative confirms the versatility of the project that can be activated on the The Wom platform. Thanks to marketing by Mediamond, the brand’s exclusive dealer, customers can use original formats that strategically combine videos, reels, stories and challenges, curated with The Wom editors, to talk about different product sectors, ranging from beauty to fashion, pharma to travel. In each of these sectors it is possible to activate commercial solutions with different types of offers, with guaranteed reach and possibly involving the most WOMderful creators.

 

Focus, the Gruppo Mondadori brand leader in scientific dissemination, is launching “Talks”, a new web and social media channel which, through direct interviews with scientists, researchers and science communicators, will talk about the innovations and transformations that will change the world in the next thirty years.

In this video library with original contents, available on Focus.it, Facebook and YouTube, Focus will give a voice to the most authoritative representatives of the scientific and academic community: well-known and respected speakers will share their views and vision on the future of science, technology, environment, medicine, nutrition, lifestyles and sustainability, in a variety of formats that range from presentations and debates to live events.

Challenges, progress and evolution will continue the story that the brand started with Focus Next 30, the series of special initiatives and in-depth talks that Focus launched to celebrate its 30^th anniversary in 2022. This journey can build on a strong and constantly increasing digital audience, with over 4.2 million fans on social media that add to the 5 million readers and users.

The Focus “Talks” will be inaugurated with 4 exclusive videos, premiering online:

Nanomedicine for challenging tumours
Marco Ferrari, an academic and entrepreneur, involved in studies on nanotechnologies applied to tumour therapy, will speak of his experience in academia and his research that focuses on the development of nanomedicines.

The motor of water
Giulio Boccaletti, one of the world’s most important experts in environmental safety and natural resources, will speak about water, sharing his experience at The Nature Conservancy, the world’s largest environmental non-governmental organisation, where he directed programmes on this resource in over 70 countries and territories.

The first environmentalist
Paolo Colombo, professor of History of political institutions in the Faculty of Political sciences in the Università Cattolica del Sacro Cuore [university] in Milan, will talk in detail of Alexander Von Humboldt, a naturalist, explorer and scientist who, two centuries before anyone else, spoke of the dangers and consequences of man recklessly exploiting the natural environment.

Fantasy & Science Fiction
Two people will hold this talk, the fantasy writer Laura Troisi and Luca Perri, an astrophysicist working in the Merate Observatory and the Milan Planetarium, which has been dealing with science dissemination for more than ten years. In their talk, they will speak about how literature, fantasy and science seep into one another and mix.

The “Talks” format will be expanded by talks from scientists, astronauts, athletes, artists and experts from all over the world who took part in Focus Live. Every year, the unmissable Focus festival of science offers an audience of fans a thick programme of meetings, events and experiences, with the participation of well-known international figures. Available for the first time on demand, there will be talks by Telmo Pievani, Stefano Mancuso, Giampiero Accinelli, Barbara Mazzolai, Norma’s Teaching, Alberto Mantovani, Luca Parmitano, Bebe Vio, Oliviero Toscani, Tommaso Ghidini, Vittorio Sgarbi and many more.

This digital library of exclusive videos will be with the Focus community until the event’s next edition, which will be held from 4 to 6 November in the Leonardo da Vinci National Museum of Science and Technology in Milan and streamed live.

Source: Nielsen Media Impact Data Fusion, October 2021
Source: Shareablee + Insight, January 2022

 

 

Icon, the men’s fashion and lifestyle brand of the Mondadori Group, presents a new special issue entitled “Beautiful Minds”: a manifesto issue with five exceptional cover stories, dedicated to young talented people selected for their inspiring stories of valour, courage and determination.

An issue celebrating all that is contemporary, increasingly enhancing fashion, its protagonists and the worlds that it embraces as a key to narrating society, also with a view to art, culture and current events.

They are Chiara Corapi, the nineteen year old girl who, during the violence on New Year’s Eve, in Piazza Duomo in Milan, decided not to look the other way and saved a girl of her same age: a courageous gesture that switched on a light in the darkness and a hope for the future; Manu Ríos, who, following the success on Instagram and YouTube today is the star of the Élite and La edad de la ira series; Harry Kirton, who, starting from scratch and with his determination, has become one of the stars of Peaky Blinders, a cult series now in its final season, and Evan Mock, actor and model among the stars of the reboot of Gossip Girl, who faces life and the ocean with temerity. Positive examples, accompanied by the wild vitality of the boys photographed by Bruce Weber for the fifth cover of the new issue of Icon, perfect portrait of freedom.

 

In the April issue of Icon, the story of the style and male passions continues, intertwining with the voices of other amazing people, capable of visions and inventions, able to influence what happens around us: Alvaro Pascual-Leone, the world-renowned neurologist who explains how our brains work; a fashion giant like André Leon Talley remembered by the great journalist Michael Roberts; Giacomo Bertagnolli, Italian flag bearer and Paralympic ski champion; Dave Gahan, frontman of Depeche Mode; the best-selling author Sally Rooney. And also entrepreneurs, industrialists, creative artist and musicians tell what is happening in fashion and beyond.

The contents of the new issue will also be amplified on Icon.it and on the brand’s social media. Always attentive to contemporary trends, Icon offers its community of readers and users a sophisticated look at the latest news, which extends from fashion to beauty, beverages, travel and cars, to reach a distinctive and increasingly broad and international audience.

For the launch of the new issue of Icon, at news-stands from 15 March, a communication campaign has been planned on digital out-of-home circuits in the main districts of Milan.

 

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 2021 presented by CEO Antonio Porro.

2021 HIGHLIGHTS
In 2021, the Group was able to open a new chapter in its growth path, while achieving a stronger operating and financial standing.
As proof of its ability to pursue development opportunities, in 2021 Mondadori completed the acquisition of D Scuola – together with Rizzoli Libri the biggest investment in the last 15 years -, which has enabled the Group to gain a leadership position also in the school textbook publishing market and to give substance to its strategy of increasing focus on the core business of books.
This strategic approach also includes further transactions announced during the year: the acquisition of 50% of A.L.I. – Agenzia Libraria International – and DeA Planeta Libri, as well as a further reduction in the exposure to print magazines.

“In 2021 the soundness of our choices rewarded the Mondadori Group with consolidated results above guidance, even though already revised upwards during the year”, pointed out Antonio Porro, Chief Executive Officer of the Mondadori Group. “The buoyant trend of the relevant markets has in fact allowed us to seize an important growth opportunity and, together with greater operating efficiency, has led to a strong increase in both profitability and cash generation. This has brought us the best net result of the last 10 years and a net financial position that has returned to positive again after more than 15 years. The favourable economic backdrop and the financial strength of our Group have therefore paved the way for a return, after 10 years, to a shareholder remuneration policy”, concludes Porro.

PERFORMANCE AT 31 DECEMBER 2021
In 2021, consolidated revenue amounted to € 807.3 million, up by 8.5% versus € 744 million in the prior year, driven by the positive trend that permeated all areas of business, the Books and Retail areas specifically, which benefited in particular from the buoyancy of the Books market.

Adjusted EBITDA in 2021 came to € 105.7 million, up by € 7.7 million versus 2020 (€ 98.1 million); this performance reflects, on the one hand, the positive trend in revenue recorded by all business areas and, on the other, the ongoing efforts to curb operating and structural costs implemented by Management.
The reduction versus 2020 in the ratio of fixed costs (overheads and payrolls) on consolidated revenue enabled the Group to confirm its margins to over 13%: net of the relief received to aid museum activities in both years, the Group’s margin would have increased to 12.7% from 12.1%.

EBITDA, amounting to € 91.1 million versus € 84.6 million in 2020, improved by € 6.5 million, despite higher non-recurring expense of € 1.1 million, attributable mainly to restructuring costs recognized in the Media and Corporate & Shared Services areas.

In 2021, EBIT amounted to € 45.2 million, improving strongly – by over € 30 million – versus 2020, thanks to the mentioned operating dynamics, but mostly to the presence in the result at 31 December 2020, of higher write-downs for a total of approximately € 22 million.

Consolidated profit before tax came to € 38.6 million versus € 1.6 million in 2020.
On top of that, the following items also contributed to the significant improvement of approximately € 37 million:

• the reduction of approximately € 1.6 million in financial expense, due mainly to lower average debt and a lower average interest rate as a result of the renegotiation of the lines of credit completed in May 2021, as well as the recognition of certain impairments of receivables at 31 December 2020;
• the strong improvement in the results of associates (consolidated at equity).

The Group’s net profit, after minority interests, came to € 44.2 million, a sharp increase of approximately € 40 million versus € 4.5 million recorded in 2020.

Despite the sharp increase in taxable income, tax components for the year close at a positive € 5.6 million: this is attributable to net non-recurring tax income – deriving from the process of realigning the tax amounts of trademarks and goodwill to their respective statutory amounts – of approximately € 19 million.

The Mondadori Group’s net financial position (before IFRS 16) at 31 December 2021, before outlays for the acquisition of D Scuola, after more than 15 years has returned to positive territory and is equal to € 37.4 million, a strong improvement – by over € 50 million – versus € -14.8 million at 31 December 2020.

Considering the effects of the extraordinary transaction – completed on 16 December 2021 – and the equity and financial consolidation of the acquiree, the Group’s net financial position (before IFRS 16) stood at € -94.8 million, beating expectations that had estimated net financial debt at year end at approximately € 100 million.
IFRS 16 NFP stood at € -179.1 million (IFRS16 impact € -84.3 million) versus € -97.6 million at 31 December 2020.

At 31 December 2021, the cash flow from operations for the last twelve months came to a positive € 79.3 million; the cash flow from ordinary operations (after outlays for financial expense and tax), equal to € 68.2 million (+33.3% versus 2020), allows the Group to continue on the path of strengthening its financial structure, confirming the business’s continued and growing ability to generate cash.
The total free cash flow generated by the Mondadori Group in 2021 exceeded € 52 million, up by 28% versus € 40.7 million in 2020.

At 31 December 2021, Group employees^[1] amounted to 1,810 units, down by approximately -2% versus 1,847 units at December 2020, despite the increase in the workforce following the acquisition of Hej! (net of which the reduction would be -2.5%); this decrease is the result of continued efforts to increase the efficiency of the individual business areas.

BUSINESS OUTLOOK
The positive results, the good business outlook and the further improvement in operating performance and cash generation capacity, paint a picture of a very solid Group, allowing it to look forward with greater confidence to the results achievable in the new year, despite the recent challenges posed by the increase in energy prices and the purchase of raw materials, paper first and foremost.

From a strategic point of view, the Company will continue to strengthen its core business and therefore its leadership in the Books area, increasing its relevance and impact on the overall business.

This path will see the Mondadori Group both expand horizontally through entry into new segments of book publishing, including contiguous areas, and continue and consolidate the process of vertical integration launched through the recent acquisitions in the field of book promotion and distribution.

The Group will concurrently continue to develop its digital skills and range of products, and to rationalize its non-strategic activities.

From an operating point of view, the Group’s business-financial targets that follow refer to a scope that includes the transactions concluded in 2021, therefore the consolidation of D Scuola^[2] and the deconsolidation of the activities referring to the titles sold; these forecasts, instead, do not include any negative impact from the current context of geo-political instability, and are based on the absence of significant changes in the developments of the health emergency and resulting further discontinuities and slowdowns in economic activities and consumption at a global level.

Income Statement
Against this backdrop, reasonable estimates point to a mid-single digit increase in revenue in 2022
and adjusted EBITDA up by more than 20%.
On a like-for-like basis, these estimates would translate into a top-line and low single-digit margin growth, confirming the ongoing cost containment actions aimed also at offsetting in 2022 the negative impact of the increase in costs relating to raw materials and energy consumption.

Net profit in 2022 is expected to grow double-digit, despite the absence of the significant tax component^[3], amounting to approximately € 19 million, which had benefited net profit in 2021, thanks also to non-recurring expense much lower than the figure recorded in 2021.

Cash Flow and Net Financial Position
In 2022, the Group is expected to confirm the significant cash generation capacity shown in recent years:

• Cash Flow from ordinary operations is reasonably expected to be basically in line with the 2021 figure due, on the one hand, to the positive contribution of D Scuola, and, on the other, to a “one-off” increase in the Group’s capital expenditure deriving:
  – in the school segment, from a stronger and richer product range and publishing catalogue;
  – in the Retail area, from the project on the renovation of the flagship store in Piazza Duomo, Milan, which will see the light in the second half of the year;
• this points to an estimate of a Free Cash Flow for 2022 – before payout of the dividend but net of the forecasts on cash outflows from the extraordinary transactions announced – in the region of € 40/45 million and a Group net debt (IFRS16) of less than 1.1x Adjusted EBITDA (0.6x before IFRS16).

The financial solidity reached allows the Group to continue its path of virtuous development, especially in the book business, also through M&As: therefore, the Group will continue, also in the current year, to pursue further growth opportunities through acquisitions, in a resolute and active way.

After more than 10 years, the Group has seen a return to solid conditions for a renewed shareholder remuneration policy with the intent – for the next three years – of distributing 40% of Cash Flow from Ordinary Operations per year, maintaining a minimum floor equal to the Dividend Per Share of 2021. During this period, the Board of Directors, when proposing the distribution to the Shareholders’ Meeting, will in any case take account of the general macroeconomic scenario, any business plans and investment requirements, as well as the expected cash flows that will affect the Group’s equity and financial structure.

PERFORMANCE OF BUSINESS AREAS

• BOOKS

2021 showed a book market growth of 14.7%^[4] versus 2020 and 18.5% versus 2019, a year still unscathed by the distorting effects of the pandemic.

The Group was able to benefit from this market buoyancy: the Trade Books area saw an increase in sell-out in terms of value of approximately 10% versus 2020, and was once again able to retain its leadership at national level, with a market share of 23.7%^[5], also confirmed by the presence of 5 titles in the list of the 10 bestselling books of the year.

In the school textbooks segment, the Group achieved a steady adoption market share (22.1%^[6]), proof of the excellent results achieved and the quality of the editorial offering of the Mondadori Education and Rizzoli Education publishing houses. Including the acquisition of D Scuola, the pro forma 2021 market share would stand at 32.9%, giving the Group a leadership position also in the school textbooks publishing market.

In 2021, revenue from the Books area amounted to € 465 million, up by approximately 10% versus € 422.9 million in the prior year, broken down as follows:

• +10.6% in the Trade area, which published 2,495 titles in the period (versus 2,193 in 2020), returning production to pre-pandemic levels.
• +9.4% in the Educational segment, which benefited from increased revenue from both the school textbooks segment (+4.2%) and Rizzoli International Publications (+24.1%).
• +5.2% in the distribution of third-party publishers.

Adjusted EBITDA in the Books area came to € 92.6 million in 2021, improving by approximately € 5 million versus € 87.5 million in 2020, thanks to the strong revenue growth that more than offset the lower relief paid to Electa (approximately € 5 million) in the museum segment versus the prior year.
Profitability achieved by the Books area in 2021 was approximately 20%.

• RETAIL

As mentioned earlier, the books market grew by 14.7%^[7] in 2021 versus 2020, driven mainly by the physical channel. Against this backdrop, Mondadori Retail’s market share stood at 11.4%, propelled by the outstanding performance of the physical network of directly-managed stores and franchises.

The 2021 income statement figures show a strong growth in revenue and margins in the area, thanks to the renewal and development process launched in recent years, which improved operating and management performance.

Revenue amounted to € 173.9 million, up by € 20.2 million (+13.1%) versus € 153.7 million in the prior year, as a result of the positive performance of the book product (+16.7%), which now accounts for more than 80% of revenue^[8] in the area. Specifically:

• directly-managed stores saw a strong recovery in revenue (+20.2% versus the prior year), thanks to the strategy of focusing on the core business of books and the abovementioned network development and maintenance activities;
• the franchised channel, composed mainly of proximity stores located in small towns, continued its progression, increasing by +9% versus the prior year;
• revenue from the Bookclub returned to growth (+5.3%), while revenue from the online channel settled at € 15.6 million, down versus the prior year but improving by approximately 12% versus 2019.

In 2021, the area recorded significant growth in adjusted EBITDA, which stood at € 5.1 million (€ +3.9 million versus 2020 and up also versus 2019).

This improvement is attributable to the strong ongoing renewal and development of the network of physical stores, to careful cost management and a thorough review of the organization and processes, as well as the constant work on product innovation and enrichment of the editorial offer, accompanied by new services and communication formats for customers and partners.
The structural actions adopted over the past few years have brought a strong turnaround in the company’s operating and financial performance, with results that are on the rise also versus 2019.

• MEDIA

The Media area reported revenue of € 206.6 million in 2021, up by 4.5% versus € 197.6 million in the prior year.
Specifically:

• circulation revenue was down by 7.1%, showing a performance in line with the relevant market, with a market share of 1%, steady versus 2020 (approximately 20% net of the two titles sold at end 2021) ²¹;
• revenue from add-on products was down by 15.8% versus 2020, hit by the negative impact of the lower availability of DVD titles due to the absence of significant film releases caused by the ongoing pandemic;
• advertising revenue grew by approximately 27% overall (+15% excluding the contribution of the acquisition of Hej!):
  – digital activities grew by 40%, thanks also to the contribution of AdKaora and the consolidation of Hej! (+18% excluding this acquisition);
  – advertising sales on print magazines rose by approximately 10%, thanks also to the rebound in advertising investments.
  Mention should be made that the percentage of digital revenue on total advertising revenue is over 62% (from 57% in 2020), confirming Mondadori Media’s leadership position in digital and social media and the decreasing dependence of the business unit’s revenue on print advertising sales.
• Other revenue, which includes revenue deriving from distribution activities, posted a 10% increase versus the prior year, reflecting growth in the distribution activities of third-party publishers in the newsstand channel.

Adjusted EBITDA in the Media area amounted to € 12.4 million, up by more than 50% versus 2020 (€ 7.9 million), and also higher than the € 11.3 million recorded in 2019, driven by the development of digital activities and, in the print area, the recovery of advertising sales and the continued measures to contain operating costs, which brought an increase in profitability: in fact, the overall EBITDA margin improved by two percentage points, rising from 4% in 2020 to approximately 6%.
Specifically, digital activities, including Hej!, contributed approximately € 10 million to the overall result, also as a result of a percentage margin of over 20%.

PERFORMANCE OF ARNOLDO MONDADORI EDITORE S.P.A.
The Parent Company’s income statement for the year ended 31 December 2021 shows the same profit as the consolidated financial statements, amounting to € 44.2 million (€ 4.5 million in 2020), due to the adoption of the equity method to measure the Company’s investments in the separate financial statements.

Revenue, amounting to € 41.1 million, was down by approximately € 4 million versus the prior year, due primarily to a changed scope of the costs of the central units charged back to subsidiaries.

Adjusted EBITDA deteriorated from € -0.9 million to € -5.4 million, attributable mainly to the abovementioned reduction in chargebacks to subsidiaries.
2021 includes negative non-ordinary items totaling € 6 million, attributable mainly to provisions for restructuring costs.
Amortization and depreciation in 2021, amounting to € 9.5 million, was basically steady versus 2020 (€ 9.9 million).
2021 includes lower net financial expense for a total of € 0.7 million.

The positive contribution from the equity measurement of investments amounted to € 65.3 million, a sharp increase versus € 13.2 million in the prior year, due mainly to the write-back of the subsidiaries Mondadori Libri S.p.A. and Mondadori Media S.p.A..

The Parent Company’s net profit, amounting to € 44.2 million (versus € 4.5 million in 2020), benefited from the tax income of € 3.2 million recognized in 2021 (€ 8.6 million in 2020 following recognition of the “Patent box” relief for € 5.2 million).

DIVIDEND DISTRIBUTION PROPOSAL OF € 0.085 PER ORDINARY SHARE
As repeatedly mentioned, the favourable economic backdrop and the financial solidity achieved by the Group have paved the way for a return to a shareholder remuneration policy: based on the results of 2021, the Board of Directors has proposed to the next Shareholders’ Meeting, convened on 28 April 2022, the distribution of a unit dividend of € 0.085 for each ordinary share (net of treasury shares) outstanding at the record date, for a total of approximately € 22.1 million^[9], equal to a pay-out of 50% of the consolidated net profit and a dividend yield of 4.2% (at 31 December 2021).
The dividend will be paid, in accordance with the provisions of the “Regulation of the markets organized and managed by Borsa Italiana S.p.A.”, from 25 May 2022 (payment date), with ex-coupon (no. 21) date on 23 May 2022 (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 May 2022.

SIGNIFICANT EVENTS AFTER YEAR-END 2021
On 25 February 2022, the Mondadori Group announced that it had received notice from the Antitrust Authority of the authorization to acquire from De Agostini Editore S.p.A. a 50% stake in the share capital of DeA Planeta Libri S.r.l..
The Authority’s go-ahead triggered the fulfilment of the suspensive condition of the agreement on the sale of the stake; the sale will therefore be fully implemented on the closing date, scheduled by March, as from which the company will be known as De Agostini Libri S.r.l..
On 7 March 2022, the Mondadori Group announced that it had received notice from the Antitrust Authority of the authorization to acquire a 50% stake in A.L.I. S.r.l. – Agenzia Libraria International, specialized in the distribution of books.
Following authorization from the above Authority, the transaction will be fully implemented on the closing date, which is scheduled to take place by April.

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 2021, with the approval of the financial statements at 31 December 2021, the Board of Directors will propose to the next Shareholders’ Meeting 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 key elements of the Board of Directors’ proposal:

• 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 2022 and, in any case, for a period no more than 18 months.
  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 authorization would allow the purchase, including in more than one tranche, of ordinary shares of Arnoldo Mondadori Editore S.p.A., with a par value of € 0.26 each, in one or more tranches in an amount freely determinable by the Board of Directors – up to a maximum number of shares – also taking into account of the ordinary shares held, directly and indirectly, in the portfolio from time to time – of no more than 10% overall of the share capital, in accordance with Article 2357, paragraph 3, of the Italian Civil Code.

• Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
  Purchases shall be made in compliance with Article 132 of the TUF, 144-bis, paragraph 1 letter b) of the Issuer Regulation, and on regulated markets or multilateral trading systems, according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct matching of buy orders against predetermined sell orders, and also in compliance with any other applicable law, including EU law. 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.
  Regarding the disposal of treasury shares, disposals 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.

  Under the proposed authorization, the minimum and maximum purchase price shall be determined at a unit price not lower than the official Stock Exchange price of Mondadori shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, 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.

  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 adopted by the Company 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. 1,049,838 treasury shares, equal to 0.402% 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 2019-2021 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 Performance Targets underlying the Plan, and having heard the Remuneration and Appointments Committee, resolved to allocate a total of no. 311,848 Arnoldo Mondadori Editore S.p.A. shares to 8 beneficiaries, in implementation of the provisions contained in the “2019-2021 Performance Share Plan” established by the Board of Directors on 14 March 2019 and subsequently adopted by the Shareholders’ Meeting on 17 April 2019 (the “2019-2021 Plan”).
Mention should be made that the 2019-2021 Plan takes the form of a share granting plan and grants its beneficiaries the right to receive, free of charge, shares in the Company 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 8 beneficiaries of the 2019-2021 Plan are the Chief Executive Officer and 7 managers identified by name by the Chief Executive Officer, as delegated by the Board of Directors.
The characteristics of the 2019-2021 Plan are explained in detail in the Directors’ Report to the Shareholders’ Meeting of 17 April 2019 and in the information document contained therein, available on 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 granting of shares in the context of the 2019-2021 Performance Plan.

 

PROPOSED ADOPTION OF A 2022-2024 PERFORMANCE SHARE PLAN
The Board resolved, on a proposal from the Remuneration and Appointments Committee, and in keeping with the introduction of the performance share approved last year for the medium/long-term remuneration of executive directors and key management personnel, to submit to the approval of the Ordinary Shareholders’ Meeting, the adoption of a 2022-2024 Performance Share Plan, in accordance with Article 114-bis of Legislative Decree no. 58 of 24 February 1998, intended 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.
For details on the proposed adoption of the 2022-2024 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the Information Document drawn up by the governing body, 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.

CONSOLIDATED NON-FINANCIAL STATEMENT PURSUANT TO LEGISLATIVE DECREE 254/2016
Under Legislative Decree 254/2016, the Board of Directors’ 2021 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: Core option, and includes benchmark KPIs related to GRI G4 “Media Sector Disclosure”.
With regard to 2021, 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.
With a view to continuous improvement of the process, in 2021 the stakeholder engagement activity was expanded by involving employees and teachers, who were given a specific online questionnaire on sustainability issues.
The document also contains relevant information in line with ESMA’s recommendations for the 2021 reporting year, and includes references required by Regulation (EU) 2020/852 related to the recent introduction of the EU Taxonomy.

The findings from the reporting include a number of tangible actions regarding social, governance and environmental issues. These include: the creation of the position of Chief Diversity Officer for the implementation of strategies and projects aimed at promoting diversity, equity and inclusion; in keeping with the measures adopted to combat the spread of COVID-19, the possibility offered to employees and associates to carry out and repeat diagnostic screenings free of charge; access, as part of the New Competencies Fund (NCF), to a training and professional development path intended as a strategic lever to encourage and strengthen internal skills and competencies and the attraction of young talents.
During the year no cases of corruption or bribery involving the Company or its employees were reported, and no legal action was initiated or concluded against the Group or its employees for cases of corruption or reports made within the whistleblowing system.
In 2021, the Mondadori Group once again paid special attention to environmental issues and the specific impacts associated with the life cycle of paper products, energy efficiency measures and the reduction of climate-changing emissions: an approach that guides the Company in the implementation of its business activities, from the purchase of certified paper to the efficient management of points of sale. As for the sourcing of raw materials for the printing of publishing products, the Group opts for the use of paper certified under the two main schemes applied worldwide, PEFC and FSC, whose percentage reached 99.9% of the total during the year.

SUSTAINABILITY PLAN GUIDELINES
The Mondadori Group has launched its first-ever Sustainability Plan, which identifies short, medium and long-term targets and actions to improve performance in social, governance and environmental terms.
The reflection process led to the identification of the areas and strategic lines of sustainability on which the Group intends to work in the future through the achievement of targets set on an annual basis and periodically updated.
The 3 relevant macro areas – defined below – and the respective guidelines identified for 2022, reflect the Group’s identity, its mission and its role as a publisher:

Social: enhancing people, content and places for education and culture

• To become a role model in the field of diversity, equity and inclusion, enhancing and contributing to the well-being of our people, through welfare tools and skills development.
• To promote culture and quality, equitable, and inclusive education that fosters pathways to lifelong learning.
• To create, conceive and develop valuable content and affordable, ESG-friendly products.
• To support cultural outposts for social development through the enhancement of bookstores, schools, museums, social channels, events and partnerships.

Governance: promoting sustainable business success

• To pursue sustainable business success by promoting the integration of ESG issues in governance, business plans and the operating model, also by strengthening the mechanisms for listening to stakeholders to develop paths of ongoing improvement.
• To maintain the highest standards for protecting and managing risks and opportunities along the value chain.

Environment: disseminating environmental culture and mitigating impacts on ecosystems

• To spread environmental culture, also through education aimed at an increasingly sustainable development and lifestyle.
• To mitigate environmental impacts throughout the product life cycle, by fostering the protection of biodiversity and reducing climate-changing emissions.

The results for the year ended 31 December 2021, approved on today’s date by the Board of Directors, will be presented by the Mondadori Group Management to the financial community in a webcast presentation scheduled today at 3:30 PM.

The corresponding documentation will be available on 1Info (www.1info.it), www.borsaitaliana.it and www.gruppomondadori.it (Investors). Journalists will be able to follow the presentation in listening mode only, by connecting to the following telephone number +39028020911 and via web https://www.c-meeting.com/web3/join/M37DCPDPQUB3KL. At the end of the meeting, a dedicated session is scheduled where questions may be submitted to management.

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 balance sheet;
2. Consolidated income statement;
3. Consolidated income statement – fourth quarter;
4. Group cash flow;
5. Arnoldo Mondadori Editore S.p.A. balance sheet;
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] The workforce at 31 December 2021 does not include D Scuola’s headcount, but does include employees from the two titles, the sale of which became effective on 1 January 2022.

[2] Excluded are the transactions that were under Antitrust scrutiny at 31 December 2021 (acquisition of 50% of A.L.I. and 50% of DeA Planeta, sale of 51% of Press-di).

[3] Derived from the tax realignment of intangible assets.

[4] GfK, December 2021 (figures in terms of market value; 52-week survey in 2021 vs. 53 weeks in 2020)

[5] GfK, December 2021 (figures in terms of market value)

[6] ESAIE, 2021 (number of adopted sections)

^[7] GFK (in terms of value)

^[8] Product revenue excluding Club revenue

[9] Rough estimate based on the number of shares outstanding at the date of this Report.