corporate

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

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Interim Management Statement at 31 March 2026 presented by Chief Executive Officer and General Manager Antonio Porro.

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

GROUP PERFORMANCE AT 31 MARCH 2026

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

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

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

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

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

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

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

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

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

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

OUTLOOK FOR THE YEAR

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

Income Statement

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

Cash Flow and Net Financial Position

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

PERFORMANCE OF THE BUSINESS AREAS AT 31 MARCH 2026

• TRADE BOOKS AREA

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

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

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

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

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

• EDUCATION BOOKS AREA

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

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

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

• RETAIL AREA

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

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

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

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

Sell-out of book products increased by 1.7%.

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

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

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

• DIGITAL AREA

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

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

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

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

• MEDIA AREA

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

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

2026-2028 PERFORMANCE SHARE PLAN: ASSIGNMENT OF RIGHTS

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

The rights granted will be exercisable at the end of the three-year reference period, subject to the achievement of the performance targets underlying the plan.

Information regarding the beneficiaries and the number of rights assigned are shown – by name, for the beneficiaries who are members of the Board of Directors, and in aggregate form for the other beneficiaries – in the table attached, prepared in compliance with Box 1, Schedule no. 7 of Annex 3A of the Issuer Regulation. The detailed terms and conditions of the plan are set out in the Directors’ Explanatory Report to the Shareholders’ Meeting of 21 April 2026 and in the information document prepared pursuant to Article 84-bis, paragraph 1 of the Issuers’ Regulation, available on the website www.mondadorigroup.com, Governance/Shareholders’ Meeting section and on the authorised storage mechanism “1info” to the contents of which reference should be made.

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

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

In particular, the plan envisages, on a voluntary basis, the conversion into Arnoldo Mondadori Editore S.p.A. shares of a percentage component equal to 15% or 30% of the variable remuneration (MBO) accrued in connection with FY 2025, as well as the disbursement of an additional “bonus” component in shares, equal to the number of shares resulting from the conversion. In accordance with the rules of the plan, the actual allocation to the beneficiaries of the total share component will take place in May 2028, following a 24-month deferral period from the vesting date of the 2025 MBO.

The detailed terms and conditions of the 2025 short-term incentive plan (MBO) are set out in the Directors’ Explanatory Report to the Shareholders’ Meeting of 16 April 2025 and in the information document prepared pursuant to Article 84-bis, paragraph 1 of the Issuers’ Regulation, available on the website www.mondadorigroup.com Governance/Shareholders’ Meeting section and on the authorised storage mechanism “1info” to the contents of which reference should be made.

Information regarding the beneficiaries and the number of Mondadori rights attributable to them are shown – by name, for the beneficiaries who are members of the Board of Directors, and in aggregate form for the other beneficiaries – in the table attached, prepared in compliance with Box 1, Schedule no. 7 of Annex 3A of the Issuer Regulation.

The Interim Management Statement at 31 March 2026 is made available by today through the authorised storage mechanism “1Info” (www.1Info.it), on the website www.mondadorigroup.com (Investors section) and at the registered office.

The presentation of the results at 31 March 2026, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 5.00 p.m. for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39 02 8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company

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

Annexes:

1. Consolidated Statements of Financial Position
2. Consolidated Income Statement
3. Group cash flow
4. Glossary of terms and alternative performance measures used
5. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation 11971/1999 – Remuneration plans based on financial instruments: 2026-2028 Performance Share Plan
6. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation 11971/1999 – Remuneration plans based on financial instruments: 2025 Incentive Plan MBO

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

HIGHLIGHTS

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

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

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

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

GROUP PERFORMANCE AT 31 DECEMBER 2025

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BUSINESS OUTLOOK 2026

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

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

In particular:

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

Income Statement

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

In light of the foregoing and the reference context, and consistent with what has already been disclosed to the market, the Group expects low single-digit growth in both revenue and Adjusted EBITDA for 2026, with margins remaining stable at around 17%. This outlook reflects targeted pricing policies on Book products and ongoing efficiency measures across all business areas. It is worth noting that the Group recently launched a multi-year structural optimisation plan designed to enhance operational efficiency and support profitable growth and cash generation over the medium term.

Cash Flow and Net Financial Position

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

Shareholder Remuneration Policy

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

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

PERFORMANCE OF THE BUSINESS AREAS AT 31 DECEMBER 2025

• TRADE BOOKS

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

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

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

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

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

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

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

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

• EDUCATION BOOKS

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

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

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

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

• RETAIL

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

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

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

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

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

• MEDIA

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

In particular:

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

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

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

SUMMARY OF CONSOLIDATED REVENUE FOR THE FOURTH QUARTER OF 2025

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

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

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

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

PERFORMANCE OF ARNOLDO MONDADORI EDITORE S.P.A.

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

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

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

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

DIVIDEND DISTRIBUTION PROPOSAL OF € 0.154 PER ORDINARY SHARE

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

This represents a payout of nearly 75% of the net profit for 2025 and a dividend yield of 7.3% based on the share price of 31 December 2025.

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

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

SIGNIFICANT EVENTS AFTER YEAR-END 2025

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

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

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

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

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

Below are the main elements of the Board of Directors’ proposal, which are consistent with those of the expired authorization.

• Motivations

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

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

The authorization to purchase treasury shares runs from the date of any resolution approving the proposal by the Shareholders’ Meeting, until the Shareholders’ Meeting called to approve the financial statements at 31 December 2026 and, in any case, for a period no more than 18 months after that date. The authorization to dispose of treasury shares is requested for an unlimited period, given the absence of time limits pursuant to current regulations and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out any disposal of shares.

• Maximum number of purchasable treasury shares

The authorisation would allow the purchase, on one or more occasions and in one or more tranches, of a maximum number of ordinary shares with a nominal unitary value of € 0.26, which – considering the treasury shares already held by the Company and the shares that may possibly be acquired by subsidiaries – shall not exceed a total of 10% of the share capital.

Pursuant to article 2357(1) of the Italian Civil Code, the purchase transactions will be carried out within the limits of the distributable profits and available reserves resulting from the last regularly approved financial statements at the time of each potential purchase transaction. The authorisation would include the right to subsequently dispose of the treasury shares acquired, in whole or in part, on one or more occasions and even before having exhausted the maximum number of purchasable shares.

• Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases would be made in accordance with articles 132 of the TUF, 144-bis(1)(b) and d-ter) of the Issuers’ Regulation, and thus:

(i) on regulated markets or multilateral trading systems, according to the operating criteria established in the organisation and management regulations of the same markets, which do not allow the direct matching of purchase trading proposals with predetermined sales trading proposals, as well as in compliance with any other legislation in force, including European ones.

(ii) by the methods established by the market practices permitted by Consob, pursuant to the combined provisions of article 180(1)(c) of the TUF and article 13 of Regulation (EU) no. 596 of 16 April 2014 (“Permitted Market Practices”).

Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.

The disposal of treasury shares may be carried out, on one or more occasions and even before having terminated the maximum number of purchasable treasury shares, either by selling them on regulated markets or according to other trading methods in compliance with the law, including EU law force and with the Admitted Market Practices, if applicable. The authorisation proposal provides that purchases are made at a unit price, compliant with any regulatory requirements, including European ones, or permitted market practices in force at the time, where applicable, without prejudice to the fact that the minimum and maximum purchase price will be set at a unit price no lower than the official stock market price of the Mondadori stock on the day prior to the day on which the purchase transaction is carried out, decreased by 20%, and no higher than the official stock market price on the day before the day on which the purchase transaction will be carried out, increased by 10%. In any event – except for any different price and volume determinations resulting from the application of the conditions set forth in the Admitted Market Practices – such price shall be identified in accordance with the trading conditions set forth in Delegated Regulation (EU) no. 1052 of 8 March 2016 and, specifically:

• no shares may be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out;
• in terms of volumes, daily purchase amounts will not exceed 25% of the daily average volume of Mondadori shares traded as recorded in the 20 trading days before the dates of purchase or in the month prior to the month of the disclosure required by Art. 2, paragraph 1, of Regulation (EU) no. 1052/2016.

In terms of consideration, sales transactions or other acts of disposition of treasury shares shall be carried out:

• if executed in cash, at a price no lower than 10% of the reference price recorded on the MTA – Euronext Milan – organized and managed by Borsa Italiana S.p.A. in the trading session prior to each single transaction;
• if executed as part of any extraordinary transactions in accordance with financial terms to be determined by the Board of Directors on the basis of the nature and characteristics of the transaction, also taking account of the market performance of Mondadori shares;
• if executed to service the Performance Share Plans in compliance with the terms and conditions set out in the resolutions of the Shareholders’ Meeting that establish the Plans and the related regulations.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,460,697 treasury shares, equal to 0.558% of the share capital.

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

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

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

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

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

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

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

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

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

With the adoption of the Plan, the Company aims to encourage Management to improve medium to long-term performance, in terms of both industrial performance and growth in the value of the Company.

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

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

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

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

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

The Plan, which is reserved for the same beneficiaries as the 2026-2028 Performance Share Plan, governs the determination, subject to the achievement of specific individual and Group performance objectives, of the annual Variable Remuneration (MBO) for the year 2026. In particular, the Plan envisages a voluntary mechanism for the conversion into Mondadori shares of a percentage component equal to 15% or 30% of the Variable Remuneration itself, as well as the disbursement of an additional “bonus” component in shares, equal to the number of shares resulting from the conversion.

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

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

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

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

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

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

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

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

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

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

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

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

Annexes (in the complete pdf):

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

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

^[2] Source GFK, December 2025

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed the main consolidated results (unaudited) for the 2025 financial year, along with the 2026 guidance presented by CEO Antonio Porro.

In particular, the Mondadori Group’s preliminary results for 2025 showed revenues of € 931.5 million (-0.3% compared with € 934.7 million in 2024), Adjusted EBITDA of € 158.2 million (+0.4% compared with € 157.6 million in 2024) and a margin in line at 17%.

Strong cash generation was also confirmed for the 2025 financial year, with Ordinary Cash Flow of approximately € 65 million.

These figures, which reflect the Group’s overall stable performance compared with the previous year are broadly in line with the guidance previously provided for FY 2025. The only exception is the slight deviation in revenues, which are essentially stable compared with FY 2024 (-0.3%) versus prior guidance indicating low single-digit growth. This change is attributable to the contraction recorded in the book market in December, the most significant month of the year (-2.7%, source: Gfk, sell-out data at value) as well as to the trend in the Euro/Dollar exchange rate, the negative impact of which was greater than initially estimated at the beginning of the year.

With regard to FY 2026, also following the recent completion of the acquisition of Edilportale.com, the guidance approved today by the Board of Directors envisages low single-digit growth in both revenues and Adjusted EBITDA, as well as Ordinary Cash Flow in the € 65-70 million range, including a recurring contribution of approximately € 3 million from the newly acquired Edilportale.com.

The revised estimate – which places Ordinary Cash Flow in the € 65-70 million range, compared with the previous forecast of approximately € 70 million on average per year over the 2024-2026 three-year period on a like-for-like basis – reflects the impact of higher extraordinary publishing investments in the Education Books segment, driven by the alignment of school curricula with the new National Guidelines.

The Group has also launched a plan, to be fully implemented over a multi-year period, aimed at structural optimization, strengthening operational efficiency and supporting profitable growth and cash generation over the medium term.

The Mondadori Group further confirmed its current shareholder remuneration policy, as previously disclosed, in relation to the 2026 results. The policy provides for the distribution of the higher of 50% of Ordinary Cash Flow per share and the Divided Per Share distributed in the previous year, increased by 10% (corresponding to a Divided Yield of approximately 8%)^[1].

As previously communicated, the Board of Directors meeting to review and approve the draft financial statements and the consolidated financial statements is scheduled for 19 March 2026.

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. 

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

Below is Annex 3F regarding the purchase of Mondadori ordinary shares to service the ongoing Performance Share plans. These transactions were made under the authorization to purchase ordinary shares approved by the Shareholders’ Meeting of 16 April 2025.

As of today, Marco Sciuccati has been appointed Director of Human Resources and Organisation of the Mondadori Group, reporting directly to Chief Executive Officer and General Manager Antonio Porro.

Born in Castellanza (Varese) in 1965, Marco Sciuccati holds a degree in Economics and Business Administration from the Università Cattolica in Milan and is a certified Professional Counsellor specialising in corporate and organisational contexts.

After gaining initial professional experience at Accenture and DHL, in 1996 he joined The Coca-Cola Company in the Mediterranean area, working across management control, operational marketing and sales, and then in 2000 moved to Bain & Company. His career continues with significant roles in various multinational companies in Human Resources and Organisation. From 2003 to 2011, Sciuccati worked at Ferrero International S.A., where he held among other positions the role of HR & Organisation Director for selected Group functions. In 2011, he joined Pirelli, where he served as HR & Organisation Director for Europe, Group Organisation Director, and HR Director for Manufacturing and Technical Functions. In 2018, he moved to Candy Hoover Group as Global HR and Organisation Deputy Director, and from 2019 to 2022 he held leadership roles in Human Resources at Haier Europe, including HR Director Operations, Factories & Industrial Relations. In October 2022, Sciuccati was appointed Chief HR & Organisation Director of Lecta, a multinational company operating in the paper industry.

Daniele Sacco, who served as Director of Human Resources and Organisation of the Mondadori Group for over nine years, has decided to step away from operational responsibilities to focus on new personal and professional projects.

The Mondadori Group would like to thank Daniele Sacco for his expertise, professionalism and distinctive contribution during a period of significant transformation in the world of work and organisational models.

The Mondadori Group announces that, pursuant to the contract signed and disclosed to the market on 29 December 2025, Arnoldo Mondadori Editore S.p.A. has completed today the acquisition of a 58.84% stake in Edilportale.com S.p.A., a company with international operations in the development of content, services and platforms across the architecture, design and construction markets, including through the Archiproducts brand.

The consideration for the transaction – paid entirely in cash today – amounts to € 31.2 million and reflects an Enterprise Value (100%) of € 50 million and an average NFP that is currently estimated to be positive at € 3 million.

The acquisition of Edilportale.com – consolidated as of 1 January 2026 – also includes an earn-out of approximately € 2.9 million payable to the sellers conditional upon achievement of predefined profitability growth targets for the 2027 financial year.

As previously announced, under the terms of the agreement, in the course of 2027 the selling shareholders and the Mondadori Group will transfer their respective shareholdings in the company to Mondadori Digital S.p.A., which will consequently hold 100% of Edilportale.com.
Following these transactions, Arnoldo Mondadori Editore S.p.A.’s stake in Mondadori Digital is expected to be approximately 89% of the share capital, with the remaining 11% held by the founders of Edilportale.com, marking the first time that new shareholders have joined Mondadori Digital.

The acquisition of Edilportale.com forms part of a strategy to strengthen Mondadori Digital’s position as Italy’s leading publisher in social media and digital content and helps to extend leadership in the vertical segments with the greatest growth potential, such as food, wellness and lifestyle, as well as into the architecture and design sector, and to enhance the service offering with new products and innovative solutions, including those aimed at international market.

The transaction enables Edilportale.com to enter a new phase of growth, supported by significant synergies with Mondadori Digital’s assets, including:

• an acceleration in the development of AI-based services, also leveraging PLAI, the Mondadori Group’s artificial intelligence accelerator;
• an expansion of the range of services offered to design companies through collaborations with AdKaora and Mondadori Digital’s social agencies;
• a strengthening of its international presence in cooperation with AdKaora Iberia and GialloZafferano US.

As previously announced, including Edilportale.com’s activities, Mondadori Digital’s pro-forma revenues for 2025 would amount to approximately € 110 million, with an EBITDA margin of between 18% and 20%.

Under the terms of the agreement, Ferdinando Napoli, Marilde Longo, Vincenzo Maiorano and Maurizio Alfieri – who founded and have successfully managed Edilportale.com to date – will retain management responsibility for the company. In particular, Ferdinando Napoli has been confirmed as Managing Director and Andrea Santagata, Managing Director of Mondadori Digital, has been appointed Chairman.

The Mondadori Group announces that Arnoldo Mondadori Editore S.p.A. has signed today an agreement for the acquisition of a 58.84% stake in Edilportale.com S.p.A., a company operating internationally in the development of content, services and platforms across the architecture, design and construction markets.

In line with the recent announcements concerning the newly-established Mondadori Digital and its mission to strengthen the Group’s strategy in the digital media sector, the agreements provide, in a second phase to take place during 2027, for the transfer to Mondadori Digital of 100% of the shareholding in Edilportale.com S.p.A. through contributions to Mondadori Digital itself of:

• the 58.84% stake acquired by Arnoldo Mondadori Editore S.p.A.;
• the 41.16% stake held by the current shareholders of Edilportale.com S.p.A..

Following these contributions, which will be made through reserved capital increases of Mondadori Digital, Arnoldo Mondadori Editore S.p.A.’s stake in Mondadori Digital will amount to approximately 89% of the share capital, while the remaining 11% will be held by the founding shareholders of Edilportale.com.

The consideration for the acquisition of 58.84% of Edilportale.com S.p.A. amounts to € 31.2 million and is based on a 100% Enterprise Value of € 50 million and an estimated average NFP, as of the closing date, of € 3 million (positive).
The agreement also provides for an earn-out of approximately € 2.9 million in favour of the current shareholders of Edilportale.com, to be paid upon the achievement of predefined targets for the financial year 2027. The acquisition of Edilportale.com, accompanied by the usual representations and warranties in favour of the purchaser, will be financed through existing credit facilities and settled in cash at closing by the end of January 2026.

With a solid and highly distinctive business model, Edilportale.com – whose key assets include Archiproducts.com, a globally recognised digital platform for professionals and companies in the sector – currently boasts over 4 million registered users across its multilingual websites, 5.5 million social media followers, in both Italian and English, and a catalogue featuring 3,500 design brands worldwide.
In the financial year 2024, Edilportale.com recorded revenue of € 26.7 million, 35% of which was generated in foreign markets, an EBITDA of € 7.1 million, of which € 1.4 million related to state and regional grants, and a positive NFP (cash) of € 1.3 million (figures according to Italian accounting standards).

Including the activities of Edilportale.com, the pro-forma 2025 revenue of Mondadori Digital would amount to approximately € 110 million, with an EBITDA margin between 18% and 20%.

“With this acquisition, which presents significant potential for further growth, we are entering the digital architecture and design sector as a leading player, while also strengthening our offering in international markets. This transaction also enables us to strengthen both the Group’s positioning and that of the newly-established Mondadori Digital as Italy’s leading publisher in social media and digital, a leader in the vertical segments with the greatest market potential, including food, wellness and lifestyle, while at the same time expanding our services with new products and innovative solutions,” said Antonio Porro, CEO of the Mondadori Group.

“The entry of the Mondadori Group into the share capital of Edilportale is a source of great pride for us and confirms the strength of the path we have built over the years. We share a long-term vision based on innovation, high-quality content and the strategic role of digital. This partnership with the Mondadori Group marks the beginning of a new phase of development that will allow us to accelerate the growth of Edilportale and further enhance the synergies with Archiproducts, while strengthening our dialogue with an international community of brands, architects and designers who rely on our platforms every day to stay informed, find inspiration and design. Together, we look to the future with ambition, with the aim of generating increasing value for the entire global architecture and design ecosystem,” said Ferdinando Napoli, CEO and co-founder of Edilportale.

Edilportale.com, founded in early 2000 by four founding partners, serving as directors and managers, Ferdinando Napoli (CEO), Marilde Longo, Vincenzo Maiorano and Maurizio Alfieri, today has a team of 160 professionals across editorial, marketing, sales, IT and operations.

The company offers businesses in the design, architecture and construction sectors a unique and specific range of digital and MarTech solutions, such as a multilingual online product catalogue, CRM systems and AI-based marketing intelligence tools. Edilportale.com also offers, on a global scale, the possibility to purchase design products online through proprietary e-commerce solutions. These services have enabled the company to pursue a continuous path of growth, establishing it as one of the leading global players in this category of solutions.

Mondadori Digital S.p.A., a new company fully owned by the parent group Arnoldo Mondadori Editore S.p.A., has been established. From 1 January 2026, all digital activities of Mondadori Media S.p.A. will be transferred to the new entity via an intra-group spin-off.
The aim is to drive further substantial growth for the Mondadori Group’s digital assets through a dedicated corporate vehicle designed to strengthen its leadership in the Italian digital market.

The new structure aligns with Mondadori Group’s corporate organisation, which maintains a distinct management perimeter for each business area: Trade Books, Education Books, Retail and, as of 1 January 2026 Media and, naturally, Digital.

Mondadori Digital’s assets establish it as the leading Italian publisher in social media and digital, boasting a portfolio of top brands in the highest-value verticals, a fanbase of 125 million people both in Italy and abroad, and over 33 million monthly active users.
Positioning itself as the publisher of Italian excellence, Mondadori Digital leads in sectors such as food, well-being and lifestyle, engaging targeted audiences thanks to multimedia content across all digital channels – including websites, social media, and connected TV. These audiences are accessible through advertising solutions such as video advertising, branded content, influencer marketing, and a wide range of innovative services (MarTech solutions).

“Mondadori Digital was created to further enhance our digital media assets and MarTech solutions, which have experienced significant and continuous growth in recent years and in which we will continue to invest,” said Mondadori Group CEO, Antonio Porro. “This strategic development aims to establish us as one of Italy’s most important digital media players, through a process of continuous innovation and the cultivation of talent and expertise,” concluded Porro.

Andrea Santagata will take on the role of CEO of Mondadori Digital, while continuing his responsibilities as Chief Innovation Officer of the Mondadori Group. Carlo Mandelli, Strategic Development Manager of the Mondadori Group and CEO of Mondadori Media S.p.A., will serve as Chairman of the newly-established company.

MONDADORI DIGITAL’S ASSETS

Specifically, Mondadori Digital will include assets and companies such as:

• leading brands in their respective sectors, including GialloZafferano, also present in the U.S. market, The Wom, MypersonalTrainer, Webboh, Studenti and NostroFiglio;
• the controlling stake in Fatto in Casa da Benedetta, which owns all intellectual property rights and the right to use the image of Benedetta Rossi, Italy’s leading food blogger;
• social agencies Zenzero and Power, which manage top food, wellness and lifestyle in the influencer marketing segment.
• the MarTech hub, consisting of AdKaora, which operates in Italy, Spain and Latin America, Hej!, specialised in mobile advertising and conversational marketing solutions, has recently expanded with an investment in the start-up AD cube, which focuses on artificial intelligence applied to advertising;
• Direct Channel, a leader in subscription service management, also offering database management and business intelligence solutions to the non-profit sector.

For the 2025 financial year (pro-forma figures), Mondadori Digital is expected to generate revenues of approximately € 85 million and an Adjusted EBITDA of over € 15 million, supported by a team of more than 300 professionals across publishing, marketing & sales, IT and operations.
The spin-off of Mondadori Media’s digital activities into Mondadori Digital will be implemented with continuity of accounting values and no impact on the consolidated financial statements, reflecting a net balance of € 38.7 million.

THE MONDADORI DIGITAL ORGANISATIONAL MODEL

The new structure will be organised around two main areas of expertise:

• the first focused on the management and development of publishing and social media brands, social agencies and Fatto in Casa da Benedetta with the goal of supporting the growth of brands and their social communities by pooling expertise and innovation levers, extending brand presence across all channels, and combining a strong focus on people, with AI-driven innovation.
• the second centred on the MarTech Hub, comprising AdKaora, Hej and Direct Channel and aimed at further strengthen continuous innovation, making AI the key driver of transformation, and delivering increasingly targeted and effective marketing and advertising solutions to investors in Italy and beyond.

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Interim Management Statement at 30 September 2025 presented by Chief Executive Officer Antonio Porro.

“During the first nine months of 2025, the Mondadori Group recorded results in line with forecasts due to the effect of the significant growth of the book market, which, as expected, took concrete form during the third quarter”, declared Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group. “In this context, Trade Books clearly outperformed the market with a sell-out in the third quarter, rising by 7.5%, thanks to the success of numerous new publications released by our publishing houses, with positive effects that ran through equally in October. The sector’s dynamism was also reflected in the results of our network of bookstores, which will be strengthened, inter alia, with the acquisition of a further ten directly managed stores. As regards Education Books, our publishing houses have confirmed their leadership position, recording a slight increase in the adoptions portion. In the Media area, the growth of the digital component continued, which today accounts for around 50% of the Area’s revenue and margins. These results allow us to confirm achievement of the targets defined for FY 2025”, Mr Porro concluded.

PERFORMANCE AT 30 SEPTEMBER 2025

During the first nine months of FY 2025, consolidated revenue stood at € 704.5 million, showing substantial stability compared to the previous year (€ 705.8 million in the same period of 2024).
Like-for-like, revenue declined slightly, equal to 1%.

Adjusted EBITDA, equal to € 128.6 million, showed a decline of € 4.7 million compared to the € 133.3 million of the same period of 2024, mainly due to the impact in the Trade Books area of the end of the Colosseum concession in April 2024 and the failure to repeat the commercial transaction of Star Comics, which was implemented in January 2024.

The Group’s reported EBITDA for the first nine months of 2025 amounted to € 126.3 million, showing a decrease of around € 8 million compared to the same period of the previous year, which had benefited from lower non-recurring expense and the release of certain provisions in the Media area that had originally been set aside for potential liabilities which ultimately did not materialise.

Mondadori Group EBIT is positive for € 78.3 million: the downturn, equal to € 10 million compared with the same period of FY 2024, is due not only to the factors that determined a decline in EBITDA, but also to greater amortisation/depreciation for a total of € 2.2 million recorded during the period under review and concentrated particularly on the Trade Books area and the Retail area as a consequence of the development of directly owned stores.

Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired in the last five years (PPA), adjusted EBIT for the first nine months of FY 2025 would stand at € 87.1 million, compared with the € 93.6 million of the same period of the previous year, thereby limiting the decline to approximately € 6.5 million.

The consolidated result before tax is positive for € 72.2 million, down by approximately € 10 million compared to the € 82.4 million of 30 September 2024, due to an increase of € 0.6 million in financial expense; by contrast, a higher contribution of approximately € 0.4 million was made by associates.

Tax costs for the first nine months of 2025 totalled € 20.3 million, a reduction compared with the € 21.6 million at 30 September 2024 due to the lower pre-tax result.

The Group’s net profit at 30 September 2025, after minority interests, was positive at € 51.7 million, down compared to the € 59.3 million recorded in the first nine months of FY 2024; minority interest profits were lower compared to the same period of the previous year due to the increase – with a view to consolidation – in the stakes held in ALI (+25%) and in Edizioni Star Comics (+24.5%).

Adjusted net Profit, neutralised of all non-recurring items and amortisation deriving from the price purchase allocation (PPA) for the companies acquired in the last five years, net of the related tax effect, would be € 58.1 million compared to € 63.1 million for the same period of the previous year.

The Net Financial Position excluding IFRS 16 at 30 September 2025 was € -155 million (net debt), a slight increase compared to the € -150.9 million at 30 September 2024.
The relevant business cash generation made it possible to finance the acquisition of Fatto in Casa da Benedetta as well as the growing remuneration of shareholders without substantially increasing the Group’s financial exposure.
The Net Financial Position IFRS 16 at 30 September 2025, equal to € -233.3 million (net debt), grew by approximately € 4 million from the € -229.7 million at 30 September 2024.

Cash flow from ordinary operations (i.e. after cash-out for financial expense and tax) for the twelve months preceding 30 September 2025 amounted to approximately € 62 million, enabling to continue financing the development strategy without compromising the Group’s financial soundness and further strengthening.
As at 30 September 2025, extraordinary cash flow was negative by approximately € 28 million, mainly due to cash-out related to net balance of acquisitions and disposals for around € 15 million, restructuring costs of around € 4 million and the costs relating to the renovation of the Segrate headquarters of around € 4 million.

As a result, Free Cash Flow as at 30 September 2025 was positive at € 34.5 million, confirming the Group’s ability to self-finance its inorganic growth strategy and to increasingly remunerate its shareholders.

The Group has in fact booked shareholder dividends of € 36.5 million (of which 50% was distributed in May, while the remainder, as already disclosed to the market, will be paid on 26 November 2025 with ex-dividend date of 24 November and record date of 25 November 2025).

OUTLOOK FOR THE YEAR

The economic-financial data achieved in the first nine months of the year are in line with forecasts, which considered an overall weakness of the book market for the whole of the first half of 2025 (-5%^[1]) and a gradual recovery during the second part of the year compared with the previous year, as effectively was seen in the third quarter of 2025 (+3.9%).
Accordingly, the Mondadori Group confirms the guidance for FY 2025.

Income Statement:

• low single-digit revenue growth;
• low single-digit growth of Adjusted EBITDA and, therefore, margins stable at around 17%.

Cash Flow and Net Financial Position:

• the Group is expected to confirm its significant capacity to generate cash, despite a different scheduling of the publishing plan of the Trade Books area that should result in a partial postponing of collections from late 2025 to early 2026;
• the Group’s Net Financial Debt (IFRS 16) is expected to come in, at end FY 2025, as 0x adjusted EBITDA (from 1.1x at end 2024), while NFP (no IFRS 16) is expected to improve to 0.5x adjusted EBITDA (no IFRS 16).

PERFORMANCE OF BUSINESS AREAS

TRADE BOOKS AREA

The first half of 2025 saw a negative trend in the Book market, with a value downturn, in the first six months of the current year, of 5%, largely due to the replacement of the “APP18” with the Carte della Cultura e del Merito  (Culture and Merit Cards) and the program of new publications released by the publishers during the half year. The third quarter of 2025, by contrast, showed a clear reversal of trend with market growth of around 4% compared to the same quarter of 2024. Overall, the first nine months of the year have revealed a slight downturn for the market (-2%) compared to the previous year; in terms of quantities, the copies of books sold have declined by 2.7% compared to the same period of last year.

In this context, the Mondadori Group publishing houses recorded significant third quarter growth (+7.5%), which led to a reduction of sell-out during the first nine months of the year to 1.8%.

This important result, easily outperforming the market, was achieved also thanks to a publishing plan that saw the publication of bestsellers in September, including: “L’ultimo segreto” (The Secret of Secrets), Dan Brown’s latest novel (Rizzoli), which, after 8 years of nothing, in just four weeks sold more than 150 thousand copies, and “Il cerchio dei giorni” (Circle of Days), the latest work by Ken Follett (Mondadori).
The Mondadori Group has therefore maintained its national leadership with a market share of 28.1% at September 2025, stable compared with the same period of the previous year.
As evidence of the quality of its publications, the Mondadori Group has, during the first nine months, positioned three titles in the classification of the period’s top 5 bestsellers, including, in particular, “L’ultimo segreto” (The Secret of Secrets) by Dan Brown (Rizzoli), in first place, “Spera. L’autobiografia” (Hope) by Pope Francis (Mondadori) and “Verrà l’alba, starai bene” by Gianluca Gotto (Mondadori).

During the first nine months of FY 2025, the Trade Books area’s revenue amounted to € 279 million, a slight decrease versus the prior year (-1%).

Adjusted EBITDA came to € 37.1 million, showing a decline of around € 5 million due to the lesser margin deriving from the end, in April 2024, of the concession related to operations in the Colosseum area and the commercial transaction of the publisher Star Comics, which was implemented during the early months of 2024. It is stressed that in the third quarter of 2025 alone, the Area’s Adjusted EBITDA grew by around € 2 million compared with the same period of 2024.

EDUCATION BOOKS AREA

The Mondadori Group publishing houses involved in School textbooks have confirmed their market leadership position with a portion (adoptions) of 32.5%^[2], a slight increase on the figure recorded the previous year, as a result of more marked growth in the primary school segment and essential stability in secondary schools.

During the first nine months of 2025, the Education Books area business recorded total revenue for € 213.8 million, showing essential stability compared to the same period of 2024 (€ 213.9 million). Revenue performance was impacted by the bringing forward of restocking in the first half of the year, above all for wholesalers and key accounts.

Adjusted EBITDA for the first nine months of FY 2025 came to € 74 million, slightly better than the € 73.8 million of the same period of 2024.

RETAIL AREA

As previously stated, there was a 2% decline in the book market in Italy in the first nine months of the year compared to 2024, with substantial stability of the physical channel (-0.2%) and a negative trend in the online channel (decline estimated at around 5%).

In this context, Mondadori Retail showed generally excellent resilience, clearly outperforming the market: the Area recorded significant growth in terms of sell-out, equal to +3% in the first nine months of the year and +7.4% in the third quarter alone.  

Consequently, the market share of Mondadori Retail came to 14% (+0.7% compared with the first nine months of last year), showing further progress thanks to the contribution made by directly-managed stores and franchises, whose market share on the physical channel approached 20%.

In the first nine months of 2025, the Retail area – including revenue from comics and the e-commerce website of Star Shop Retail, consolidated as of 1 February 2024 – recorded total revenue (book and non-book) for € 148 million, changing by € 4.2 million (equivalent to growth of 2.9% compared to the previous year).

Organic revenue growth (excluding revenue from Star Shop Retail) came to +2.4%, and would have been even stronger and at 3.5% without the negative impact (approximately € 1.5 million in the first half of 2025) of the temporary closure of the Rizzoli bookshop in Milan due to the refurbishment works.

The Retail Area presented adjusted EBITDA of € 10.2 million, growth by approximately € 0.7 million versus the same period of the prior year. This result confirms a continued upward trajectory and steady improvement in performance over recent years, achieved despite the negative impact (€ 0.5 million) resulting from the temporary closure for refurbishment of the Rizzoli bookshop in Milan.

MEDIA AREA

During the first nine months of 2025, the Media area recorded revenue of € 104.7 million, showing a slight decline of 1.6% compared to the same period of the previous year, as a result of the structural downturn of traditional business, almost entirely offset by the strong growth in the Digital component. The third quarter was characterised by a general slowing of the advertising market^[3].

In particular:

• digital assets, which account for approximately 50% of total area revenue, showed, in FY 2025, growth of 2% (approximately +4% like-for-like), deriving, in particular, from the positive performance of the MarTech segment (approximately +6%) and the excellent results recorded by the social agency, as well as the contribution made by Fatto in casa da Benedetta (+9%);
• the traditional print business declined by 9% approximately, due to the structural drop in add-on sales and readership during the period under review.

Adjusted EBITDA for the Media area came to € 14.4 million in the first nine months of FY 2025, showing growth of approximately 12% compared with the previous year, a growth due to both the digital and traditional business segments. In particular:

• in the print area, despite the reduction in circulation revenue, the greater income deriving from government contributions have successfully improved the margin by approximately € 0.7 million;
• in the digital area, Adjusted EBITDA was up by around € 0.8 million compared to the same period in the previous year, thanks to the higher revenue recorded during the period, as well as the contribution made by the activities in connection with the brand Fatto in Casa da Benedetta.

CONSOLIDATED FINANCIAL HIGHLIGHTS OF THIRD QUARTER 2025

The consolidated revenue of the third quarter of 2025 came to € 314.9 million, showing, compared with the same quarter of the previous year, a decline of around € 4 million, deriving for approximately € 8 million from the advance of revenues in the first half of 2025 for restocking of key accounts, net of which revenue would have shown growth of 1.3%.

The recovery trend recorded by the book market during the third quarter had a positive impact on the Trade Books and Retail areas during the quarter under review:

• revenue of Trade Books recorded a significant 6% increase, with sell-out up by 7.5% thanks to the excellent performance of new publications;
• revenue posted by the Retail area improved by 3% compared with the same period of the previous year, thanks to growth of almost 6% in book revenue.

Adjusted EBITDA for the third quarter of 2025 came to € 88.1 million, down € 4.3 million compared with the same quarter of 2024, entirely due to the advance of the margin recorded during the first half of 2025 by the Education Books area for approximately € 4.5 million.

START OF SHARE BUYBACK PROGRAM TO SERVICE THE 2025-2027, 2024-2026 AND 2023-2025 PERFORMANCE SHARE PLANS  

The Board of Directors approved the start of a share buyback program, under Article 5 of Regulation (EU) no. 596/2014, to be executed in accordance with the terms and conditions, already disclosed to the public, resolved by the Ordinary Shareholders’ Meeting of 16 April 2025 which, among other things, authorized:

• the purchase of treasury shares for a maximum amount of up to 0.32% of the share capital, which is intended to provide the Company with maximum no. 836,710 shares required over the three-year period to meet the obligations under the 2025-2027 Performance Share Plan established by the same Shareholders’ Meeting, pursuant to Article 114-bis of the TUF;
• the continuation of the share buyback program to be allocated to serve the latest stock option plans in place, in particular the 2024-2026 Performance Share Plan and the 2023-2025 Performance Share Plan.

All in the manner described in the relevant Plan Regulations.

Pursuant to Delegated Regulation (EU) 2016/1052, details of the buyback program are shown below:

• Purpose of the progam

The sole purpose of the program is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the current Performance Share Plan and referring to the three-year periods 2025-2027, 2024-2026 and 2023-2025.

• Maximum amount in cash allocated to the program

Buybacks will be made at a minimum unit price not lower than the official Stock Exchange price on the day before the purchase transaction, reduced by 20%, and at a maximum unit price not higher than the official Stock Exchange price on the day before the purchase transaction, increased by 10%. The volumes and unit purchase prices will, however, be defined in accordance with the conditions governed by Article 3 of EU Delegated Regulation 2016/1052. Specifically, no shares may be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out. In terms of volumes, daily purchase amounts will not exceed 25% of the daily average volume of Mondadori shares traded over the 20 trading days before the dates of purchase.

• Maximum number of shares to purchase

Purchases will regard a maximum of no. 700,000 ordinary shares (equal to 0.267%) of the share capital, taking account of the treasury shares already held in the Company’s portfolio, to service the aforementioned Performance Share Plans.
The maximum total amount of shares under the program is therefore within the limits of 10% of the share capital indicated by the Shareholders’ Meeting of 16 April 2025, taking account also of the no. 760,697 treasury shares, equal to 0.290% of the share capital, already held by the Company to date.

• Duration of the program

The buyback program runs from 7 January 2026. The conclusion of the program, in any case by the Shareholders’ Meeting convened to approve the financial statements at 31 December 2025, the date on which authorisation to purchase treasury shares resolved by the Shareholders’ Meeting of 16 April 2025 expires, will be disclosed to the market.
The buyback program may be renewed upon further authorization by the shareholders.

• Buyback procedures

The buyback program will be coordinated and executed by an authorized intermediary, who will make the purchases independently, with no influence from Arnoldo Mondadori Editore S.p.A. as regards the timing of the purchases.
Buybacks will be made pursuant to the combined provisions of Article 132 of Legislative Decree no. 58/1998, of Article 5 of Regulation (EU) 596/2014, Article 144-bis paragraph 1 letter b) of the Issuers’ Regulation, and the EU and national legislation on market abuse (including Delegated Regulation (EU) 2016/1052), in accordance with the resolutions of the above Shareholders’ Meeting of 16 April 2025.

The transactions made will be disclosed to the market in the manners and within the time limits of applicable law. Any subsequent changes to the buyback program will be promptly disclosed by the Company.
For information on the above Performance Share Plans, reference should be made to the information documents prepared pursuant to Article 84-bis of CONSOB Regulation no. 1197/1999 and available on the website www.mondadorigroup.com (Governance section) and at the authorised storage mechanism 1Info (www.1Info.it).

The Interim Management Statement at 30 September 2025 is made available, by today’s date, at the registered office, on the website www.mondadorigroup.com (Investor section) and via the authorised storage mechanism 1Info (www.1info.it).

The presentation of the results at 30 September 2025, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 4.00 p.m. for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company. 

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

Annexes (in the complete pdf): 

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

^[1] Source: GfK, value data, sell-out.
^[2] Source: AIE, November 2025 (adopted first-year sections)
^[3] Source: Nielsen, September.