2024

Publication of list for appointments to the Board of Directors and the Board of Statutory Auditors

Arnoldo Mondadori Editore S.p.A. would like to inform you that the following documents are available at the company’s registered office, at the 1Info authorised storage mechanism (www.1info.it) and on the www.mondadorigroup.com website (Governance section):

  • the lists for appointments to the Board of Directors and the Board of Statutory Auditors filed by the shareholder Fininvest S.p.A., owner of 139,355,950 shares corresponding to 53.299% of the share capital and 69.853% of the voting rights;
  • the lists for appointments to the Board of Directors and the Board of Statutory Auditors deposited by a group of shareholders consisting of asset management companies and institutional investors holding a total of 15,660,100 shares equal to 989% of the share capital.

The lists are accompanied by the documentation required by the Consob Issuers’ Regulation no. 11971/1999 and by the Company Bylaws.

The shareholders belonging to the grouping of asset management companies and institutional investors ha also filed – also pursuant to Consob Communication no. DEM/9017893 of 26 February 2009 – together with the lists, statements certifying the absence of any association and/or significant relations with shareholders who, also jointly, hold a controlling or relative majority investment, as set out in articles 147-ter, paragraph III, 148, paragraph II of the TUF and 144-quinquies of the Issuer Regulation.

Candidates to the Board of Directors

  • List submitted by the shareholder Fininvest S.p.A.:
  1. Marina Berlusconi
  2. Antonio Porro
  3. Pier Silvio Berlusconi
  4. Alessandro Franzosi
  5. Danilo Pellegrino
  6. Elena Biffi (*)
  7. Francesco Currò
  8. Cristina Rossello
  9. Paola Elisabetta Galbiati (*)
  10. Marina Rubini (*)
  11. Riccardo Perotta (*)
  12. Lara Livolsi (*)
  • List submitted by a grouping of shareholders formed of asset management companies and institutional investors:
  1. Pietro Bracco (*)
  2. Lucia Giancaspro (*)

(*Candidates declaring their eligibility as independent director

Candidates to the Board of Statutory Auditors

  • List submitted by the shareholder Fininvest S.p.A.:

Standing Auditors

  1. Ezio Simonelli
  2. Francesca Meneghel
  3. Fabrizio Malandra

Substitute Auditors

  1. Annalisa Firmani
  2. Emilio Gatto
  3. Alessia Bastiani
  • List submitted by a grouping of shareholders formed of asset management companies and institutional investors:

Standing Auditors

  1. Sara Fornasiero

Substitute Auditors

  1. Mario Civetta

The Ordinary Shareholders’ Meeting for the appointments to the Board of Directors and to the Board of Statutory Auditors is convened on 24 April 2024 (on 26 April in second call, if necessary). Also available at the registered office, at the 1Info authorised storage mechanism (www.1info.it) and on the www.mondadorigroup.com website (Governance section) are the proposed resolutions presented by the shareholder Fininvest S.p.A., together with the deposited lists, regarding the following items on the agenda of the Shareholders’ Meeting:

9. Appointment of the Board of Directors.
9.1Determination of the number of members.
9.2 Determinazione della durata in carica.
9.3 Determination of the remuneration.
10. Appointment of the Board of Statutory Auditors for the financial years 2024/2025/2026.
10.1 Determination of the remuneration for the members of the Board of Statutory Auditors.

Mondadori Group: publication of 2023 annual Report for Shareholders’ meeting

Arnoldo Mondadori Editore S.p.A. announces that the following documents relating to the Shareholders’ Meeting called for 24 April 2024 on first call (26 April 2024 on possible second call) are available to the public at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • Annual financial report for 2023, including the draft financial statements and the consolidated financial statements at 31 December 2023, the management report (including the consolidated non-financial statement) and the certifications referred to in article 154 bis, paragraph 5 of Legislative Decree no. 58/1998;
  • Independent Auditors’ Reports and Board of Statutory Auditors’ Report.

The Beauty Revolution! At the IAB Showcase 2024: Mypersonalbeauty for women over 35 is born, following the success of The Wom Beauty dedicated to the younger generation

Mondadori Media's offer is further strengthened after the success of The Wom Beauty with the launch of Mypersonalbeauty, the new brand extension dedicated to Mypersonaltrainer’s beauty wellness, which already has 1.3 million followers on social media, as announced today at the IAB Showcase 2024.

Mondadori Media, Italy’s leading social and digital publisher, presented The Beauty Revolution! at the IAB Showcaseevent, the IAB Italia marketplace dedicated to digital content.

During the panel dedicated to the world of beauty, the latest Mondadori Media development was presented: from Mypersonaltrainer, a brand leader in the fitness and wellness sector, comes Mypersonalbeauty, designed for women over 35.

It’s a publishing offer that aims to speak to all generations. Mypersonalbeauty, which is more focused on beauty wellness and involves experts, is aimed at a target group of successful and well-informed women, complementing The Wom Beauty, dedicated to beauty lovers under 35, focusing on beauty and style inspiration and the hottest trends, narrated by creators who are part of the Power Talent agency roster with the recent addition of top beauty TikToker, Arienne Makeup.

Both brands are present on the Internet and on social media, and with The Wom Beauty’s over 1 million followers on Instagram and TikTok, and Mypersonalbeauty’s 1.3 million followers on Instagram, the two are already affirming themselves as brand leaders in the beauty sector.

As mentioned above, Mypersonalbeauty can count on a team of professionals, including doctors, cosmetologists, researchers, wellness coaches and beauticians, who will address topics such as anti-ageing, skincare, hair and nail care, and body and facial treatments through a variety of formats. There will also be weekly columns, videos, articles, test&tell initiatives, analysed and customised content, as well as the new themed hubs to keep up to date with the latest trends.

Through its publishing brands, The Wom Beauty and Mypersonalbeauty, and with the participation of Power Talent Agency talents, Mondadori Media highlighted the new trends in the beauty world during the IAB Showcase 2024, with a particular focus on target diversification and the values that have always made the three brands stand out: authenticity, authoritativeness, wellness inspiration, harmony, balance and freedom of expression, vision and talent.

Introduced by Daniela CerratoDigital Marketing Director of Mondadori Media -, Emanuela Frascà, Marketing Manager of The Wom, and Paola Pravadelli, Marketing Manager of Mypersonaltrainer/Mypersonalbeauty, took turns talking about the two publishing brands on the The Beauty Revolution! stage, and were joined by Arienne Make Up and Camilla Mangiapelo, Power Talent Agency talent, fitness and beauty coach, Federica Constantini, and Mypersonalbeauty beauty trainer, Angelica Amodei, who was enthusiastic in talking about the new beauty trends, the ability to involve communities on social networks, the opportunities to win over all generations, new formats and the possibilities for brands that want to talk to beauty lovers.

Lastly, Mondadori Media offered participants in the IAB Showcase a spectacular cooking show powered by GialloZafferano and Zenzero Talent Agency, with food creators Dany Resconi and Azzuchef (Azzurra Gasperini): special dishes designed to bring the world of beauty-wellness into the world of food.

Mondadori Media is Italy’s leading social and digital publisher, with a distinctive positioning and audience on the publishing market. The Mondadori Group’s social multimedia company caters to the passions of the Italian people through its brands – food, beauty, fashion, health and wellness, science and tech – and reaches more than 27.8 million unique users every month (source: Audiweb Total Digital Audience January 2024) and over 104 million followers (source: Comscore Shareablee + Pinterest and Social Insight February 2024).

The Wom is the all-digital, social first media brand dedicated to MillennialZ, a generation who sees uniqueness as a strength and an enriching value for themselves and others. The Wom is the benchmark for the younger generation on TikTok and Instagram, with a total fanbase of 9 million followers (source: Comscore Shareablee and Social Insights February 2024) and 10 million unique users on the Internet (Audiweb Total Digital Audience February 2024).

Mypersonaltrainer is Mondadori Media’s leading brand in the world of health, wellness, healthy and functional sports nutrition, with 14 million unique monthly users (source: Audiweb Total Digital Audience January 2024) and over 4.2 million followers on socials (source: Comscore Shareablee and Social Insights February 2024). Mypersonalbeauty was created as a brand extension of Mypersonaltrainer and, with the experience and authority of the brand and the potential guaranteed by this synergistic combination, it completes its offer in the personal care and beauty sector, which is understood not only as an external objective to be achieved, but as an integral part of physical and mental wellness. Thanks to Mypersonalbeauty, which already boasts over 1.3 million followers on socials (source: Comscore Shareablee and Social Insights February 2024), the Mypersonaltrainer world fanbase extends to almost 6 million followers

New organisation for Mondadori Media’s MarTech centre

Objective: maximising synergies between AdKaora and Hej! and supporting growth in the digital marketing sector

After a 2023 that saw revenues of more than 32 million euros, up almost 30% from the previous year, Mondadori Media’s MarTech Centre intends to implement its development guidelines, which are based on three pillars: further strengthening the range of offerings, entry into new foreign markets and investments in the AI field.

Mondadori Media’s innovative MarTech Centre – created around the digital company AdKaora following the acquisition of Hej! in 2021 and then the Spanish media agency Adgage, completed a few months ago – aims to offer the market a wide range of next-generation marketing and advertising services.
The offering ranges from proximity marketing solutions to data-driven performance conversational marketing solutions, from mobile first video advertising solutions to a creative studio able to offer customers high-impact and highly effective advertising formats.

The synergies between AdKaora, Hej! and Adgage – which today make up Mondadori Media’s MarTech Centre – began at the end of 2022 with the aim of guaranteeing, from a technological standpoint, better development of new integrated solutions, to enhance the different professional skills available and to maximise commercial effectiveness and go-to-market.
It was a successful undertaking, cemented by the results achieved in 2023, which showed total revenues of more than 32 million euros, up by almost 30% compared to the previous year, alongside the team continuing to grow stronger, and which now numbers 80 professionals across Milan, Rome and Madrid.

GROWTH DRIVERS

International development is one of the strategy’s most important drivers. The acquisition of the Spanish company Adgage opened up important new international opportunities in 2023, starting in Spain itself and, in recent months, Latin America.
This allowed AdKaora and Hej! to expand into foreign markets and to extend the AdKaora Value Network, thanks to the entry of important new publishing groups worldwide, with entry into other European markets and beyond also planned for 2024.

The second development lever for the coming years is the search for companies that can be integrated in order to offer innovative and complementary solutions to the range of services already offered. A number of interesting special operations are already under consideration in this area.

The third area of development focuses on the strong ability of the in-house marketing, tech and innovation teams to continue developing new products by understanding the opportunities that technological developments provide ahead of time. Along these lines, AdKaora has recently launched new advertising solutions on the market, like Impact Video, a high-impact, full-screen mobile format that is part of an advanced total video strategy covering different channels and focusing on the most interesting current KPI: Attention. The effectiveness of AdKaora’s video formats has been proven by the excellent results in ‘The Attention Game’ research conducted by GroupM and by KPIs provided by third-party certifiers such as Lumen and DoubleVerify.

Proximity marketing has also taken a further leap towards even more effective coverage of the entire consumer funnel thanks to the partnership with Savi – a marketing technology company specialising in coupon-based shopper activation services – where the aim is to strengthen product consideration and purchase incentives through mobile couponing.

Consideration becomes a crucial stage to oversee in order to achieve more concrete results: 2024 will therefore see the consolidation of AdKaora and Hej’s! full funnel proposal, which combines the quality of products with branding focus of the former with the performance strength of the latter.
The strength of Hej! Lies in harnessing Artificial Intelligence at different product and analysis levels. Using its proprietary platform, which is increasingly advanced in terms of analysis automation, Hej! can offer its customers in-depth qualitative analyses aimed at optimising the results of the entire supply chain. With data collected in real time, it is possible to achieve optimal performance and act on the subsequent marketing steps, like processing a qualitative lead.

And it is specifically Generative Artificial Intelligence that the Mondadori Group intends to invest in significantly in the coming years, not least to support the growth of the MarTech Centre. In this respect, a major Open Innovation project will soon be launched, which will also see Mondadori Media at the centre of the AI-related revolution in publishing and marketing.

A NEW STRUCTURE FOR THE MARTECH HUB

In order to achieve its ambitious goals, the MarTech Centre has established a new organisational structure.
Reporting directly to Andrea Santagata, Managing Director of Mondadori Media, Davide Tran, formerly Director of AdKaora, was appointed as Director of the MarTech Centre, with the aim of implementing the new development strategy and maximising synergies.
Reporting directly to Davide Tran, Stefano Argiolas was confirmed as Managing Director of Hej! and appointed the Head of Artificial Intelligence for the Mondadori Group; Paolo De Santis, Co-Managing Director of Hej!, was appointed the Head of Development of New Acquisitions for the MarTech Centre.
To strengthen international development, Luca Nigro, former Managing Director of Adgage, was appointed the Director of Development for the MarTech Centre in LATAM countries; Francesco Binetti, Head of Operations at AdKaora, was appointed the Director of International Development for the MarTech Centre’s Publisher Solutions.
The central sales department is entrusted to Paolo Ingrosso, appointed as Sales Manager for the MarTech Centre, and Luigi D’Alterio, Sales Manager of Hej! and MarTech Centre’s direct customers, while Walter Ferrari assumes the role of Marketing Manager.

Mondadori Group: filing of documentation for AGM

Mondadori Media’s innovative MarTech Centre – created around the digital company AdKaora following the acquisition of Hej! in 2021 and then the Spanish media agency Adgage, completed a few months ago – aims to offer the market a wide range of next-generation marketing and advertising services.
The offering ranges from proximity marketing solutions to data-driven performance conversational marketing solutions, from mobile first video advertising solutions to a creative studio able to offer customers high-impact and highly effective advertising formats.

The synergies between AdKaora, Hej! and Adgage – which today make up Mondadori Media’s MarTech Centre – began at the end of 2022 with the aim of guaranteeing, from a technological standpoint, better development of new integrated solutions, to enhance the different professional skills available and to maximise commercial effectiveness and go-to-market.
It was a successful undertaking, cemented by the results achieved in 2023, which showed total revenues of more than 32 million euros, up by almost 30% compared to the previous year, alongside the team continuing to grow stronger, and which now numbers 80 professionals across Milan, Rome and Madrid.

GROWTH DRIVERS

International development is one of the strategy’s most important drivers. The acquisition of the Spanish company Adgage opened up important new international opportunities in 2023, starting in Spain itself and, in recent months, Latin America.
This allowed AdKaora and Hej! to expand into foreign markets and to extend the AdKaora Value Network, thanks to the entry of important new publishing groups worldwide, with entry into other European markets and beyond also planned for 2024.

The second development lever for the coming years is the search for companies that can be integrated in order to offer innovative and complementary solutions to the range of services already offered. A number of interesting special operations are already under consideration in this area.

The third area of development focuses on the strong ability of the in-house marketing, tech and innovation teams to continue developing new products by understanding the opportunities that technological developments provide ahead of time. Along these lines, AdKaora has recently launched new advertising solutions on the market, like Impact Video, a high-impact, full-screen mobile format that is part of an advanced total video strategy covering different channels and focusing on the most interesting current KPI: Attention. The effectiveness of AdKaora’s video formats has been proven by the excellent results in ‘The Attention Game’ research conducted by GroupM and by KPIs provided by third-party certifiers such as Lumen and DoubleVerify.

Proximity marketing has also taken a further leap towards even more effective coverage of the entire consumer funnel thanks to the partnership with Savi – a marketing technology company specialising in coupon-based shopper activation services – where the aim is to strengthen product consideration and purchase incentives through mobile couponing.

Consideration becomes a crucial stage to oversee in order to achieve more concrete results: 2024 will therefore see the consolidation of AdKaora and Hej’s! full funnel proposal, which combines the quality of products with branding focus of the former with the performance strength of the latter.
The strength of Hej! Lies in harnessing Artificial Intelligence at different product and analysis levels. Using its proprietary platform, which is increasingly advanced in terms of analysis automation, Hej! can offer its customers in-depth qualitative analyses aimed at optimising the results of the entire supply chain. With data collected in real time, it is possible to achieve optimal performance and act on the subsequent marketing steps, like processing a qualitative lead.

And it is specifically Generative Artificial Intelligence that the Mondadori Group intends to invest in significantly in the coming years, not least to support the growth of the MarTech Centre. In this respect, a major Open Innovation project will soon be launched, which will also see Mondadori Media at the centre of the AI-related revolution in publishing and marketing.

A NEW STRUCTURE FOR THE MARTECH HUB

In order to achieve its ambitious goals, the MarTech Centre has established a new organisational structure.
Reporting directly to Andrea Santagata, Managing Director of Mondadori Media, Davide Tran, formerly Director of AdKaora, was appointed as Director of the MarTech Centre, with the aim of implementing the new development strategy and maximising synergies.
Reporting directly to Davide Tran, Stefano Argiolas was confirmed as Managing Director of Hej! and appointed the Head of Artificial Intelligence for the Mondadori Group; Paolo De Santis, Co-Managing Director of Hej!, was appointed the Head of Development of New Acquisitions for the MarTech Centre.
To strengthen international development, Luca Nigro, former Managing Director of Adgage, was appointed the Director of Development for the MarTech Centre in LATAM countries; Francesco Binetti, Head of Operations at AdKaora, was appointed the Director of International Development for the MarTech Centre’s Publisher Solutions.
The central sales department is entrusted to Paolo Ingrosso, appointed as Sales Manager for the MarTech Centre, and Luigi D’Alterio, Sales Manager of Hej! and MarTech Centre’s direct customers, while Walter Ferrari assumes the role of Marketing Manager.

‘Women adn rights: let’s shine the light together’: the new awareness campaign promoted by Mondadori Retail

In the month dedicated to women, participating Mondadori Bookstores will hold numerous public events focusing on the issues of equality and gender-based violence.

Mondadori Retail, the company managing the most extensive network of bookshops in Italy, kicks off its awareness campaign ‘Women and Rights, Let’s Shine a Light Together’. This series of initiatives and activities aims to raise awareness of equality and gender violence, while focusing on books as a tool for in-depth analysis and comparison. The events will take place from 5 to 18 March 2024.

Kicking off the project is Gino Cecchettin at the Verdi Theatre in Padua, an exceptional location in the bookshop network. This moment of public meeting and interaction will focus on the weighty topics emerging from the pages of his book Cara Giulia. Quello che ho imparato da mia figlia ‘ (Rizzoli), written in collaboration with the author Marco Franzoso.

Starting on Saturday 9 March and followed by about 20 other dates, first-time author Roberta Recchia will appear at various Mondadori Bookstores around Italy to present and sign copies of her debut novel ‘Tutta la vita che resta’ (Rizzoli). This extraordinary and international success (rights already sold in 13 countries) tells the story of a family finding its way through the strength of affection. Click here to discover the stops on the tour.

Many authors have joined the awareness campaign. To celebrate International Women’s Day, the bookstore network is holding meetings and readings throughout the month of March with female writers from the Mondadori Group’s publishing houses, as well as some of the most prominent female voices in contemporary Italian literature. Participants include: Anna Toscano, Azzurra Rinaldi, Beatrice Salvioni, Carlotta Cossutta, Chiara Alessi, Dalila Bagnuli, Emanuela Canepa, Giulia Paganelli, Ilaria Dondi, Jennifer Guerra, Roberta Recchia, Sara Benatti and Tea Ranno. They will post a reading of a particularly heartfelt passage from one of their books on Mondadori Store’s official social accounts, inviting the public to reflect on the urgent issue of equality and gender violence through reading and, more generally, through culture. The social media profiles will also include a reading of Frida Kahlo’s poem ‘You deserve a lover’, in which booksellers from participating shops will take turns reading a few stanzas.

Finally, to further enhance the initiative, bookshops will decorate their windows and shelves to reflect the theme, adopting the specially created icon and giving visibility and prominence to some carefully selected titles, including: carefully selected titles, including: ‘Stai zitta e altre nove frasi che non vogliamo sentire’ (Einaudi) by Michela Murgia, ‘They Didn’t See Us Coming’ (Mondadori) by Lisa Levenstein, ‘Io sono Marie Curie’ (Sperling) by Sara Rattaro, ‘A Summer in the Red Scarf’ (Mondadori) by Elena Malisova and Katerina Silvanova and ‘Good Night Stories for Rebel Girls. 100 Tales of Extraordinary Women’ (Mondadori) by Francesca Cavallo and Elena Favilli.

The campaign is active both in stores and on digital channels: bookshops, e-commerce site, social profiles, newsletters and meetings with authors. Click here to discover all the initiatives.

Mondadori Store is the largest network of bookstores in Italy: a cultural organisation active nationwide with more than 500 stores, across large cities and small towns alike, and online through the e-commerce website Mondadoristore.it and book club. It supports readers and users through a network that combines books — the core offer — with entertainment, events and multi- channel services, reaching more than 20 million customers each year.

Mondadori Group: publication of documentation for the Shareholders’ meeting of 24 April 2024

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 for the Ordinary and Extraordinary Shareholders’ Meeting on Thursday 24 April 2024 in first call (26 April in second call, if necessary)
  • the Directors’ Explanatory reports, pursuant to article 125-ter of Legislative Decree 24 February 1998 n. 58, regarding each items in the agenda:
  1. Appointment of the Board of Directors

9.1 Determination of the number of members

9.2 Determination of the term of office

9.3 Determination of fees

9.4 Appointment of the members of the Board of Directors

  1. Appointment of the Board of Statutory Auditors for the years 2024/2025/2026

10.1 Determination of fees for the standing members of the Board of Statutory Auditors

10.2 Appointment of the members of the Board of Statutory Auditors.

The explanatory reports include the “Guidelines on the qualitative – quantitative composition deemed optimal” respectively of the Board of Directors and the Board of Statutory Auditors referred to in the relevant recommendation of the Corporate Governance Code.

Further documentation related to the Shareholders’ Meeting will be made available, in the manners above, within the terms established by current regulatory laws.

Board of Directors approves results as at 31 December 2023

MONDADORI GROUP: 2023 EARNINGS UP STRONGLY ON 2022

  • Consolidated net revenues € 904.7 million, +0.2% on 2022 and +1.1% on a like-for-like basis
  • Adjusted EBITDA € 152.1 million, +11.5% on 2022. Overall, profitability stands at 16.8%, up by almost 2 percentage points on 2022 and in the upper part of the guidance communicated (16-17%)
  • Group net profit € 62.4 million, +20% on 31 December 2022
  • Solid cash generation confirmed with an Ordinary Cash Flow of € 68.7 million, up 15% compared to the 2022 figure and in the upper part of the guidance (€ 65-70 million)
  • Net financial position (no IFRS 16) € -86.1 million. Considering the effects of IFRS 16, the NFP is € -158.6 million, showing an NFP/Adjusted EBITDA ratio of 1.0x, perfectly in line with the target communicated and falling sharply from 1.3x at the end of 2022
  • The Group’s significant ability to self-finance its growth policy via external lines and to remunerate shareholders is confirmed
  • Proposed distribution of a dividend of € 0.12 per ordinary share (for a total of approximately € 31 million), +9% on 2022

OUTLOOK

  • Revenues expected to grow low single-digit in 2024, also thanks to the effects of the consolidation of Star Shop
  • Adjusted EBITDA expected to achieve mid single-digit growth, with margins around 17% thanks to targeted pricing policies and the further reduction in paper and printing costs
  • 2026: expected consolidated revenues, on a like-for-like basis, of around € 1 billion and a proportionally growing margin with consequent confirmation of profitability at around 17%
  • Significant cash generation capacity in the three-year period 2024-2026, with an expected annual Ordinary Cash Flow of no less than € 70 million
  • The Group’s significant cash generation will be allocated to both maximising the company’s value creation, through a continuous development strategy, and a growing shareholder remuneration policy: further significant increase of the Dividend Policy

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 5th Edition of the Webboh Awards: 8 million votes to proclaim the best Gen Z creators of the year

Record participation online on the Webboh website and over 40 million reaches across social media.

Dany Cabras wins the 'Best Creator Comedy Male' category and Federica Scagnetti is the 'Best Fashion Creator'.

Also, among the winners of the other categories were Rita QueenJ, Arienne Makeup, Alice Perego and Gianmarco Zagato.

Webboh, the first community dedicated to Gen Z, celebrated its audience’s favourite talents during the much-anticipated Webboh Awards 2024. Now in its fifth edition, the event dedicated to the best Italian creators exceeded all expectations: 8 million online votes in less than 3 weeks to determine the winners, chosen from more than 150 candidates, divided into 16 categories. An exclusive evening with all of Gen Z’s top stars and idols that took place at Fabrique in Milan, and was streamed live.

THE LIVE EVENT

During the evening of 6 March, the awards ceremony took place, hosted byactress, TV and radio presenter Mariasole Pollio, together with host and comic creator Gabriele Vagnato. It was an event full of surprises on and off stage, including performances, photocalls, experiential corners and unmissable sketches. Among the participants, there were top unmissable Italian creators and many VIP guests, including Gerry Scotti, via video link, who announced the winner of the Top Creator category.

Also among the special guests were the star singers of the Sanremo Festival who performed the songs they performed for the 74th edition: Ricchi e Poveri ,with the new song, Ma non per tutta la vita, as well as the immortal Sarà perché ti amo; La Sad, with Autodistruttivo; and BNKR44 with Ma che idea and Governo Punk.

THE AWARDS ON SOCIAL MEDIA

The event was also a hit on social media, which added to the remarkable online response during the voting stage.
The posts, stories and videos published online by Webboh, and by the creators involved, together with the live streaming on Instagram and YouTube, achieved extraordinary results in terms of reach. In total, content related to the Webboh Awards 2024 reached more than 40 million people across all social platforms. These numbers testify to both the strong connection between Webboh and its audience and the enormous growth potential of its community.

WEBBOH AWARDS 2024

The more than 150 creators nominated for the awards were selected by Webboh on the basis of the content they published, the variety of their social offerings and the growth of their followers over the past twelve months. 16 award categories: Best TikTok creator, Best YouTuber, Best Streamer, Best Comedy Creator Male/Female, Couple of the Year, Drama Legend, Best Food Creator, Revelation of the Year, Best Value, Best Teen Idol Male/Female, Out of Drama, Best Fashion Creator, Best Beauty Creator and Best Meme.

Among this year’s developments: splitting the Best Creator Comedy category and awarding the Creator of the Year, chosen from over 150 nominees within 16 categories.

AWARDS

Best Tiktok Creator – Alice Perego: a Milanese creator born in 2003, she has 1.5 million followers on TikTok, 510,000 on Instagram, and almost 280,000 on YouTube. On social media, she narrates her life and shares viral trends.
Best YouTuber – Gianmarco Zagato: an established content creator for eight years, Gianmarco has 2.1 million subscribers on his YouTube channel, 1.9 million followers on TikTok and 772,000 on Instagram. On social media, he humorously recounts his life and tackles mysteries, horror stories, and news stories seriously and loves to test new products.
Best Streamer – Il Rosso: class of 2001. His Twitch channel, which has 348,000 followers, is the third most followed in Italy in the Just Chatting category (i.e. the category that puts any streamer at the centre of the show and allows them to communicate directly with their viewers).
Revelation of the Year – acapodelglobo: Giulia Berettini, a young content creator, brings her world of creations and inspirations to social media. An artistic streak combined with a great passion for impressions. She is constantly looking for the latest trend with which to entertain her fanbase of over 2 million users.
Best Creator Comedy Male – Dany Cabras: co-host of this year’s PrimaFestival di Sanremo, the Sardinian creator-comedian entertains over 5 million followers with sketches centred around family.
Best Female Comedy Creator – Rita QueenJ: eclectic artist, singer-songwriter, dancer, Neapolitan producer, on social media she turns into a comedian to tell her life story and create comic sketches. She has 1.8 million followers on TikTok, 307,000 on Instagram and 227,000 on YouTube.
Best Fashion Creator – Federica Scagnetti: a Roman creator born in 2003, she has 2.7 million followers on TikTok and 879,000 on Instagram. She talks about her life during her “Get Ready With Me” videos, where she puts on her make-up and shows off her outfits, which are always different.
Best Food Creator – 2foodfitlovers: Raffaele Del Piano and Caterina Piccirilli have been together since 2009 and discuss their two passions, food and fitness, on social media with content that fuses innovation, creativity, wit, and food that is both healthy and tasty. They have 1 million followers on TikTok and 675,000 on Instagram.
Best Meme – Cara with Zeettaa: she created a real catchphrase by bringing an expression she also used outside of social media to TikTok, where she has more than 1.7 million followers.
Drama Legend – Gaia Bianchi: she is one of the best at staying centre stage: whatever she does is discussed and talked about, and she is followed by 3.3 million followers on TikTok and 2.2 million on Instagram.
Out of Drama – Allydollina: a young mother who recounts her family and working life in a cheerful and light-hearted manner. She has 2.5 million followers on TikTok and over 700,000 on Instagram.
Best Value – Valeria Vedovatti: born in 2003, she boasts 1.4 million followers on Instagram, 2.9 million on TikTok and 792,000 on YouTube. She shares her days trying to bring a smile to those who follow her and raise awareness about Eating Disorders.
Best Beauty Creator – Arienne Makeup: beauty tik toker with over 6 million followers, followed by curious, interested, affectionate young people. As a make-up artist, Arienne loves to share fun, playful and eye-catching looks, always accompanied by a sparkling, ironic and fresh tone of voice.
Couple of the Year – Luca Campolunghi and Alice Muzza: they have 2.7 million and 1.2 million followers on their TikTok profiles respectively, and 760,000 and 445,000 followers on their Instagram profiles, respectively, and chronicle their lives and their life as a couple. They are part of the Stardust House.
Best Teen Idol Male – Matthew Robert: his lipsyncing and dance moves are viewed hundreds of thousands of times by 2.5 million followers on TikTok and 687,000 on Instagram. He is the host of RDS Next. He is part of the Stardust House.
Best Teen Idol Female – Lisa Luchetta: host of RDS Next, talks about her life, which is divided between the studio, the social media world and radio. She has 2.5 million followers on TikTok and 810,000 on Instagram.
Top Creator – AleDellaGiusta: YouTuber and content creator who travels around Italy and abroad to visit special, but dangerous and inaccessible places. His content stands out for its excellent production quality. His channel has 973,000 subscribers.

PARTNERS

The event partners created real shows in the show, with live experiential activities and cross-media storytelling on Webboh‘s social media channels, supported by the use of several creators, as well as the presence of the Awards on all platforms. Specifically:

  • a unique, sharing experience with Ringo‘s Caramel Twist: a photobooth where creators left a special dedication to be shared via a GIF on their community;
  • two engaging performances by Giochi Preziosi, with Canta Tu, the iconic Karaoke machine that can be easily used anywhere, “even on the moon!”, hence the lunar setting of the corner;
  • the YOUROSCOPE corner by Astra make up, the beauty brand made in Italy, where an astrologer and a make-up artist gave colour and shape to the guests’ astral profile;
  • for the second year, one of the main partners was Phobia Archive, which conveyed its message of a mix of fashion, music and street culture by branding the DJ console and the jersey, made exclusively for the event and worn by some of the talent present;
  • also starring the highly anticipated new Italia Shore series , available exclusively from 4 March on Paramount+, the first Italian version of the popular MTV show. Also on stage with Matteo Diamante – homeowner, fun manager and party planner of the new program – were other cast members.

Instagram, the media partner for the Webboh Awards, has launched the Fanta Webboh Awards by Instagram for the first time, a competition dedicated to over 150 creators nominated with the aim of rewarding those who were able to involve their community the most: the award went to Rita QueenJ.

The Webboh Awards have cemented themselves as an important place in terms of visibility and brand amplification on Generation Z, thanks also to the partnerships built by the Mediamond agency.

To emphasise the social soul of the event, in addition to the 200 guest creators, the BeaBar, the bar created by Beabaru, the creator now famous for her glitter cocktails, and the legendary Donato, with his brand of ‘Mollica o Senza’ paninis, who has two sales outlets, one in Naples and one in the centre of Milan, were also there.

WEBBOH AWARDS 2024 FULL RANKING (TOP THREE):

  1. Best TikTok Creator: Alice Perego 16.36%, Mattia Stanga 13.32%, Carlotta Fiasella 12.15%
  2. Best YouTuber: Gianmarco Zagato 22.36%, Riccardo Dose and Dadda 21.21%, Space Family 17.46%
  3. Best Streamer: Il Rosso 33.27%, Grenbaud 20.1%, Lollo Lacustre 14.47%
  4. Best Comedy Creator Male: Dany Cabras 30.31%, Mattia Stanga 12.94%, Leo Bonni 12.87%
  5. Best Comedy Creator Female: Rita QueenJ 24.75%, Chaimaa Cherbal 20.86%, Cecilia Cantarano 13.79%
  6. Couple of the Year (the one who made your heart beat faster): Alice Muzza and Luca Campolunghi 22.04%, iMazzegaro 16.88%, Greta Santarelli and Daniele Riti 14.68%
  7. Drama Legend (who sparked or was* most at the centre of drama): Gaia Bianchi 19.02%, Maria Sofia Federico 15.54%, Vittoria Lazzari 15.16%
  8. Best Food Creator: 2FoodFitLovers 41.16%, Nonna Silvi 11.99%, Benedetta Rossi 11.19%
  9. Revelation of the Year: acapodelglobo 27.64%, Anastasiia Pazzeska 15.35%, Sara Esposito 12.39%
  10. Best Value (those who use social media to send important messages): Valeria Vedovatti 20.7%, Jenni Serpi 19.54%, Momo and Raissa 16.26%
  11. Best Teen Idol – Male: Matteo Robert 28.86%, Alberto Tozzi 20.03%, Davide Vavalà 11.29%
  12. Best Teen Idol – Female: Lisa Luchetta 23.35%, Alice Perego 16.76%, Iris Di Domenico 13.94%
  13. Out of Drama (those who stood out without hype, drama or dissing): Allydollina 52.83%, Donato Con Mollica or without 14.25%, Fraffrog 11.89%
  14. Best Fashion Creator: Federica Scagnetti 31.48%, Rachele Santoro 17.83%, Noemi Piunti 14.09%
  15. Best Beauty Creator: Arienne Makeup 41.25%, Nicole Pallado 16.61%, Hanna Braids 8.07%
  16. Best Meme: Zeetta (Cara) 26.7%, Bela fisica (Angela) 14.45%, Gerry Scotti 11.02%
  17. TOP Creator (chosen by the nominated creators): 1 – AleDellaGiusta, 2 – Cooker Girl, 3 – Cecilia Cantarano

 

Webboh is the flagship media for Gen Z. Created in April 2019, it has been part of Mondadori Media since February 2023. It currently has a fanbase of 4 million followers across TikTok, Instagram and YouTube, 70% of which are under 24. The website receives 3.7 million unique monthly users (source: Audicom November 2023). It is in the top ten most influential Italian media companies on social media, as well as the first targeting Generation Z for engagement and video views (source: Italian Top Media Rankings for First Communication made by Sensemakers). The topicality, authenticity and interest generated by the content is guaranteed by the bottom-up editorial model: the community is involved in every part of the creative process.

Mondadori Group obtains certification for gender equality

Important recognition as part of the Diversity & Inclusion path, which started three years ago to promote an inclusive culture and equal opportunities in the company

Certification confirming the company’s commitment and ability to create a working environment increasingly focused on equity and inclusion: this is the UNI/PDR 125:2022 gender equality certificate obtained by the Mondadori Group.

The certification, which is valid for three years, was issued by Bureau Veritas, an accredited certifying body, following an audit that recognised the Mondadori Group’s solid commitment to valuing diversity and significantly favouring inclusion within the company.

This is a further step forward in the strategic path begun in 2021 with the creation of the Diversity & Inclusion unit, designed to guarantee fair and transparent opportunities for the entire Mondadori community, giving them the chance to express their uniqueness and talent while strengthening their sense of belonging to the company.

‘We are proud to have received this award, as it is the result of the strategic approach that we have developed as a Group regarding diversity, inclusion and gender equality,’ says Mondadori Group CEO Antonio Porro. ‘As a publishing company, we have a responsibility to foster cultural change through the content we offer our readers and users every day, becoming a virtuous role model in the appreciation of such issues. This is a goal we will continue to pursue as we look towards sustainable growth, increasingly integrating ESG into our business plans.’

‘This certification confirms that there is a strong conviction within the Mondadori Group that we must continue to create a space for social reflection, and not just economic value. Attention to gender balance certainly translates into a more inclusive working environment, but also into better allocation of each person’s talent, and into a greater drive for innovation, which only comes from legitimising different points of view,’ underlines Francesca Rigolio, Chief Diversity Officer of the Mondadori Group. ‘For our journey, which started three years ago, this certification is an important milestone, generating renewed enthusiasm in the Group to further develop the many ongoing and future projects.’

Based on the UNI/PDR 125:2022 practice of reference, the certification was obtained by measuring, reporting and evaluating a set of qualitative and quantitative indicators capable of driving change in corporate gender equality policies. The KPI are spread over six areas: culture and strategy, governance, HR processes, growth opportunities and inclusion of women in the company, gender pay equity, parental protection and work-life balance.

With specific reference to parenting, the project launched in 2023 was particularly appreciated. Its goal was to work towards a genuine shift in culture and approach by providing all new parents with useful, concrete tools — such as the parental kit or counselling service — at a time of great change in their professional and personal lives.

Moreover, as part of its selection processes, Mondadori is one of the first companies in Italy to adopt blind CVs, which do not contain information on candidates’ gender or age. This leads to a selection process that is as fair and inclusive as possible, and not influenced by gender bias.

Also of great importance among the Group’s policies was the fact that top management was assigned a three-year ESG target, focusing on key gender equality indicators such as the percentage of women in management positions and reduction of the gender pay gap. This parameter is anchored to a comprehensive system of constantly monitored KPIs, which testifies to Mondadori’s concrete commitment to this issue.

Sustainability plan

Obtaining certification for gender equality is one of the objectives achieved as part of the Group’s Sustainability Plan, through which Mondadori is pursuing its commitment to continuously improve its ESG performance.

The plan is divided into three large areas:

  • ‘Social’ – enhancing people, contents and places for education and culture;
  • ‘Governance’ – promoting sustainable corporate success;
  • ‘Environment’ – spreading the environmental culture and mitigating impacts on ecosystems.

In the plan, quantitative and qualitative targets and short and medium-term actions are identified that are linked to the Sustainable Development Goals (SDGs) set out in the 2030 Agenda.