2020

Arnoldo Mondadori Editore S.p.A. hereby announces that the notice of call of the Annual General Meeting, to be held on 22 April 2020 in first call and, if required, in second call on Wednesday 20 May 2020, is available at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section), together with the Directors’ explanatory reports, in accordance with Article 125-ter of the TUF, on the following items on the agenda to be discussed in ordinary session:

• financial statements for the year ended 31 December 2019 and resolutions concerning the allocation of the 2019 profit of Arnoldo Mondadori Editore S.p.A. and the distribution of a dividend to shareholders;
• authorization for the purchase and disposal of treasury shares, pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code;
• resolutions, pursuant to Article 114-bis of the TUF, on the granting of financial instruments.

Also made available, in the above manners, the Information Document on the 2020-2022 Performance Share Plan, prepared in accordance with Annex 3A, under the provisions of Article 84-bis of the Issuer Regulation, and the Report on the remuneration policy and compensation paid (prepared pursuant to Article 123-ter of the TUF and Article 84-quater of the Issuer Regulation).

The notice of call of the AGM has been published today also in the daily newspaper indicated in the notice.

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

The Mondadori Group hereby announces that Alessandro Franzosi will take on the position of Chief Financial Officer from 4 June.

Franzosi is currently Corporate Finance and Business Development Director of Fininvest S.p.A..

Throughout his long-spanning professional career, he has gained vast operational knowledge of the publishing industry and of the activities of the Mondadori Group.

Born in Milan in 1964, a Bocconi graduate in economics, Alessandro Franzosi joined the holding company Fininvest S.p.A. in 1990, where he began working in strategic planning, before moving to corporate development in 1994.

In 1995, he joined Olivetti Telemedia, working in business development, then became CFO of the Internet and multimedia division. In 1997, he joined the M&A department of Banca Imi, focusing on the Media and Telecom areas.

In 1999, he joined Morgan Stanley, where he was named Managing Director in 2005.

10+ years later, he moved to Société Générale, where he was appointed head of M&As Italy in 2010, before returning to Fininvest S.p.A. in 2013 as Corporate Finance and Business Development Director.

The Mondadori Group announces that it has taken note of the resignation tendered today by Oddone Pozzi from the position of Group Director of Finance, Procurement, Legal Affairs, IT and Logistics, of Financial Reporting Manager, and from all of the directorships held both in the parent company Arnoldo Mondadori Editore S.p.A. (as Executive Director) and in the other companies of the Group.

Mr. Pozzi has taken the decision because of his wish to embark on a new professional venture.

In order to ensure the activities regarding the Shareholders’ Meeting called for the approval of the financial statements at 31 December 2019 and the approval of the interim management statement at 31 March 2020, the resignation from the position of Group Director and Financial Reporting Manager will take effect from 3 June 2020, while the resignation from the various directorships will take effect from 22 April, after the Shareholders’ Meeting.

The Company regrets the decision taken by Oddone Pozzi, and Chairman Marina Berlusconi and CEO Ernesto Mauri – also on behalf of the entire Board of Directors, the Board of Statutory Auditors and Management – wish to thank Mr. Pozzi for his invaluable work and support given to the activities over the past six years on the path taken together, a period in which the Mondadori Group has embarked on a resolute process of transformation and strategic repositioning, achieving a solid business-financial stability.

Arnoldo Mondadori Editore S.p.A. announces the transfer today to PBF S.r.l. of 50% of its investment in the associate Società Europea di Edizioni S.p.A.

Following this transaction, Arnoldo Mondadori Editore S.p.A.’s investment in the share capital of Società Europea di Edizioni S.p.A., publisher of Il Giornale, drops to 18.445%.

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 2019 presented by CEO Ernesto Mauri.

PERFORMANCE AT 31 DECEMBER 2019
In 2019, the Mondadori Group strengthened its business and financial standing even further, completing the second step in its strategic repositioning with the disposal of the Magazines France activities and the sale of a number of titles in the Magazines Italy Area.

At a consolidated level, the results achieved in 2019 confirm the indications disclosed to the market at the beginning of the year[1].

Consolidated revenue was basically steady at € 884.9 million versus € 891.4 million in 2018
(-0.7%), despite the change in the consolidation scope of the Magazines Italy Area following the disposal of Inthera S.p.A. and Panorama (+1% on a like-for-like basis).

Adjusted EBITDA before IFRS 16 amounted to € 94.5 million, up by € 4.4 million (+4.9%) versus the prior year (€ 90.1 million).

As a percentage of revenue, the item rose from 10.1% to 10.7%, with different trends shown by the various businesses:

• in line with the revenue trend, the Books Area reported an increase in the period, as a result of the positive performance of both the Trade and Education areas;
• the Retail Area retreated, as a result mainly of the drop in revenue on a like-for-like basis and less positive non-recurring items versus the prior year;
• the Magazines Italy Area fell versus 2018, as a result of the declining market trend, despite the continuing cuts in operating and structural costs, the further significant improvement in the digital area and the positive effects of the disposals made.

IFRS 16 adjusted EBITDA amounted to € 110.4 million and includes the IFRS 16 impact of approximately € 16 million.

EBITDA before IFRS 16 was up sharply versus the prior year from € 77.5 million to € 87 million (+12.2%). The improvement includes the increase in adjusted EBITDA and the strong reductions in restructuring costs recorded in the period.

IFRS 16 EBITDA amounted to € 102.9 million and includes the IFRS 16 impact of approximately
€ 16 million.

EBIT before IFRS 16 amounted to € 61.1 million, improving sharply (+8.4%) versus € 56.3 million at 31 December 2018, as a result of the dynamics of the above components, and includes amortization, depreciation and write-downs of € 25.9 million.

IFRS 16 EBIT amounted to € 62.3 million and includes the IFRS 16 impact of € +1.2 million.

Consolidated profit before tax came to € 51.7 million, improving sharply versus € 35.2 million in 2018 and includes:

• the decrease in financial expense (from € 2.9 million to € 2.2 million) as a result of lower average net debt;
• improved performance by associates (consolidated at equity) at € -8.1 million versus
  € -18.2 million in 2018.

The net result from continuing operations improved by € 12.8 million to € 33.1 million, up sharply by +62% versus € 20.3 million in 2018.

While still part of the Group (until 31 July 2019), Mondadori France generated net revenue of
€ 163.2 million (€ 178.6 million in the 7 months of 2018) and adjusted EBITDA of € 11.6 million
(€ 13.5 million in the 7 months of 2018). The net result from discontinued operations came to € -2.6 million and includes the net result for the seven months of Mondadori France and the fair value adjustment of French assets at the closing on 31 July 2019.

The Group’s net result before IFRS 16 amounted to € 29.3 million versus € -177.1 million in 2018, which included approximately € -200 million from the fair value adjustment of Mondadori France.

The net financial position before IFRS improved by € 91.8 million, with a resulting reduction in net financial debt at € -55.4 million versus € -147.2 million at 31 December 2018, as a result of the disposal of Mondadori France, equal to € 62.8 million, as well as the significant generation of cash flow from ordinary operations in the year, equal to € 48.5 million, from continuing operations.

The debt/adjusted EBITDA ratio stands at 0.7x (1.6x in 2018).

Considering the effect of the application of IFRS 16 (€ -95.9 million), the Group’s net financial position at 31 December 2019 stood at € -151.3 million.

At 31 December 2019, with regard to continuing operations, Group employees amounted to 2,018 units, down by -6% versus 2,137 units at December 2018 (net of the 743 employees of Mondadori France at 31 December 2018), as a result of efficiency gains across all areas of the Group.

CONSOLIDATED FINANCIAL RESULTS FOR FOURTH QUARTER 2019[2]
Consolidated revenue in fourth quarter 2019 amounted to € 225.9 million, down by -3% versus
€ 232.9 million in the prior year, due partly to the change in the consolidation scope of the Magazines Italy Area following the disposal of Panorama.

Adjusted EBITDA before IFRS 16 amounted to € 23.2 million versus € 27.3 million in the prior year.

IFRS 16 adjusted EBITDA came to € 27 million and includes the IFRS 16 impact of approximately € 4 million.

EBITDA before IFRS 16 amounted to € 20.7 versus € 24.5 million in 2018.

IFRS 16 EBITDA amounted to € 24.5 million and includes the IFRS 16 impact of approximately € 4 million.

BUSINESS OUTLOOK^[3]
In 2020, the Mondadori Group will continue along the path of strategic repositioning and focus on its core businesses of Books and Retail and on brands with greater potential for multimedia development.

In line with the outlined strategy, the operating targets for 2020, based on the current scope, allow the Group to estimate, at a consolidated level, a slight decrease in revenue (steady on a like-for-like basis) and a single-digit growth of adjusted EBITDA before IFRS 16 versus 2019.

The net result from continuing operations for 2020 is expected to increase versus the prior year (in the range of € 35-38 million), while continuing the dividend distribution policy.

Cash flow from ordinary operations in 2020 is forecast to improve at € 55 million.

This forecast refers to the current scope of the Group’s business: owing to the current
Covid-19-related emergency, no reliable forecasts can be made at this time on the duration and on the impacts, if any, on operations and results in 2020; the current events are, however, believed not to change the Group’s solid medium-long term prospects.

PERFORMANCE OF BUSINESS AREAS

BOOKS
The Trade Books market, following the slight decline in 2018 (-1.1%), recorded significant growth in terms of value (+5.5%) versus the prior year (+4% in terms of volume). In absolute terms, the increase amounted to € 65 million[4].

Against this backdrop, the Mondadori Group retained its leadership position with a 26.2% market share and 5 books appearing in the top 10 best-selling titles of the year: Una gran voglia di vivere by Fabio Volo (Mondadori); La misura del tempo by Gianrico Carofiglio (Einaudi), La versione di Fenoglio by Gianrico Carofiglio (Einaudi), Entra nel mondo di Luì e Sofi. Il Fantalibro di Me contro Te by Me contro Te (Mondadori Electa), In cucina con voi! by Benedetta Rossi (Mondadori Electa).

In the school textbooks market, the Mondadori Group retained its strong foothold, with a 21.7% share, adoptions-wise[5].

In Italy, this segment showed an overall growth trend in 2019 (+2.2%), with increases in the lower and upper secondary segments and stability in the primary[6]segment.

In 2019, revenue from the Books Area amounted to € 478.4 million, an overall increase of 6% versus € 451.3 million in 2018. Specifically:

• in the Trade Area, revenue increased by +7.6%;
• in the Educational Area, revenue grew by +5.9%.

Adjusted EBITDA before IFRS 16 amounted to € 93.2 million, improving sharply versus the same period of the prior year (€ 84.7 million), as a result of a vigilant management policy focused on the ongoing optimization of operating processes, which allowed the Group to lift profitability above 19%.

IFRS 16 adjusted EBITDA came to € 94.5 million and includes the IFRS 16 impact of € 1.3 million.

EBITDA before IFRS 16 amounted to € 92.8 million, improving versus € 82.9 million at 31 December 2018.

IFRS 16 EBITDA amounted to € 94 million and includes an impact of € 1.2 million.

RETAIL
In 2019, the Group continued to implement strategic actions to align the organization and the sales channels of the Retail Area with market developments, focusing on steady format and network revision.

In the Books segment, making for 82% of revenue, the market share of Mondadori Retail stood at 12.9%.

In 2019, Mondadori Retail recorded revenue of € 186.9 million, down by 2.6% versus
€ 191.8 million in the prior year, attributable to the performance of consumer electronics and the rationalization of the direct sales network.

The analysis by channel shows the following:

• a basic stability (+0.3%) of direct bookstores (-1.5% on a like-for-like basis in terms of stores);
• a decline in Megastores (-12.1%), attributable to the drop in consumer electronics sales and as a result of the rationalization of the sales network (-9.9% on a like-for-like basis in terms of stores);
• a slight improvement (+0.5%) in franchised bookstores (-1.1% on a like-for-like basis in terms of stores), despite the reduction in the number of points of sale;
• a slight drop in sales in the e-commerce channel (-0.5%);
• a drop by the Bookclub, albeit less than in prior years.

Adjusted EBITDA before IFRS 16 amounted to € -2.9 million versus € +1.4 million at 31 December 2019. The decrease is due mainly to lower revenue on a like-for-like basis, less positive non-recurring items and higher write-downs in consumer electronics.

IFRS 16 adjusted EBITDA amounted to € +5 million and includes the IFRS 16 impact of approximately € +8 million.

EBITDA before IFRS 16 amounted to € -5 million, down from the breakeven in 2018.

IFRS 16 EBITDA amounted to € +2.9 million and includes an impact of approximately
€ +8 million.

MAGAZINES ITALY
Once again, in 2019 the magazines market witnessed a continued drop in both print advertising[7] (versus a growth in the digital channel[8]) and in circulation[9] and add-on sales[10].

In the reporting period, the Magazines Italy Area recorded revenue of € 256.6 million, down by 10.6% versus € 287 million in 2018.

Net of the disposal of Inthera and Panorama, the decline was -5.4%, in particular:

• circulation revenue (newsstands + subscriptions) was down by -12.8%, in line with the performance of the relevant market (-16.6% considering Panorama in 2018);
• revenue from add-on products was up by 0.9% (-6.5% considering Panorama in 2018);
• advertising revenue (print + digital) fell by an overall -4.8% (-9.1% considering Panorama in 2018) with:
  • the digital channel up by approximately +12.5%, as a result in particular of the good performance of the food and health segments and the strong contribution of AdKaora’s proximity marketing solutions;
  • the print channel down by -14.8%, basically in line with market dynamics
    (-20.2% considering Panorama in 2018).

In 2019, digital revenue as a percentage of total advertising revenue in the Area amounted to approximately 42% (34% in 2018).

In 2019, the Mondadori Group retained its position as Italy’s top multimedia publisher in:

• print, with a 9% share of the circulation market^[11] in terms of value and 15.5 million readers per month;
• digital, with a 77% reach and over 30 million unique users per month;
• social, with an aggregate fan base of 31 million followers and 120 profiles.

Adjusted EBITDA before IFRS 16 in the Magazines Italy Area amounted to € 11.2 million, a slight fall versus the prior year (€ 11.9 million). This was attributable to actions that alleviated the impact from the drop in volumes, in turn influenced by the negative performance of the relevant markets, including the ongoing reduction in operating and structural costs; the further improvement in profitability of the digital area (€ 7 million); the disposal of Inthera S.p.A. and Panorama.

IFRS 16 adjusted EBITDA amounted to € 11.3 million.

EBITDA before IFRS 16 amounted to € 9.2 million, improving sharply versus € -0.2 million in 2018, as a result of less extraordinary items

IFRS 16 EBITDA amounted to € 9.4 million.

PERFORMANCE OF ARNOLDO MONDADORI EDITORE S.P.A.
The Parent Company’s income statement at 31 December 2019 shows the same net result as in the consolidated financial statements of € 29.3 million before IFRS 16 (€ 28.2 million IFRS 16), due to the fact that the Company has opted to use the equity method to measure its investments in the separate financial statements.

Revenue amounted to € 228 million and was down versus € 256.6 million in the prior year, due mainly to the reduction in print activities in the Magazines Italy Area (-16.4%, in line with the performance of the relevant markets and as a result also of the disposal of Panorama).

Revenue from the digital operations of the Magazines Italy Area, on the other hand, increased (+1.5%) thanks to the positive results from advertising sales. The Parent Company also recognizes revenue from services provided to other Group companies, equal to € 39.1 million.

Adjusted EBITDA before IFRS 16 increased slightly to € +0.3 million versus € -0.4 million in 2018, due in particular to the positive contribution of the digital operations of the Magazines Italy Area, achieved through efficiency gains and cost revision implemented by Management, which offset the lower margins of print magazines.

SIGNIFICANT EVENTS AFTER YEAR-END

Approval of Draft Law S.1421 containing provisions to promote and support reading

Following approval by the Chamber of Deputies in July 2019, on 5 February 2020 the Senate passed D.L. S.1421 containing provisions to promote and support reading. Pending the implementing decrees that will set out the terms and timing of application of these provisions more explicitly, the decree introduces – alongside a series of measures aimed, among other things, at disseminating the habit of reading, promoting the attendance of libraries and bookshops, enhancing and supporting the Italian language and the diversity of editorial production – a range of limitations (in terms of value and period) to promotional discount policies.

Specifically, the decree has introduced a reduction in the maximum ordinary discount applicable to books in bookshops, online stores and large retailers from 15% to 5% (15% for school textbooks); points of sale may organize promotions once a year with a 15% discount limit; publishers may apply a maximum discount of 20% (instead of the previous 25%), except for the month of December.

The effects of the introduction of these provisions on book purchasing trends are currently hard to forecast.

Law no. 160/2019 (2020 Budget Law) on early retirement
Under Article 1, paragraph 500, of Law 160/2019 (2020 Budget Law), from 1 January 2020 to 31 December 2023, print workers from newspaper and magazine printing companies, and from publishers of newspapers and magazines and press agencies with national circulation, which have submitted to the Ministry of Labour and Social Policies, from 1 January 2020 to 31 December 2023, crisis-related reorganization or restructuring plans, may apply for early retirement with a contribution period of 35 years only (instead of 38 years under the regulations currently in force).

During the relevant time period, early retirement could potentially affect a total of 116 employees of Arnoldo Mondadori Editore S.p.A., Mondadori Media S.p.A. and Press-di covered by graphics publishing collective labour agreements.

The Board of Directors of Arnoldo Mondadori Editore S.p.A. has convened the Ordinary Shareholders’ Meeting for Wednesday 22 April 2020 in first call to approve the financial statements for the year ended 31 December 2019 and, if required, in second call for Wednesday 20 May 2020.

DIVIDEND DISTRIBUTION PROPOSAL OF € 0.06 PER ORDINARY SHARE
The Board of Directors will propose to the next Shareholders’ Meeting, convened for Wednesday 22 April 2020 in first call and, if required, in second call for 20 May 2020, the distribution of a unit dividend, gross of tax, of € 0.06 for each ordinary share (net of treasury shares) outstanding on the ex-coupon date.

The total value is € 15.6 million.

The dividend will be paid, in accordance with the provisions of the “Regulations of the markets organized and managed by Borsa Italiana S.p.A.”, from 10 June 2020 (payment date), with ex-coupon date on 8 June 2020 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date) on 9 June 2020.

PROPOSED RENEWAL OF THE AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES
Following the expiry of the previous authorization resolved upon by the Shareholders’ Meeting on 17 April 2019, with the approval of the financial statements at 31 December 2019, the Board of Directors will propose to the next Shareholders’ Meeting the renewal of the authorization to purchase and dispose of treasury shares with the aim of retaining the applicability of law provisions in the matter of any additional buyback plans and, consequently, of seizing any investment and operational opportunities involving treasury shares.

Below are the key elements of the Board of Directors’ proposal:

• Motivations

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

• to use the treasury shares purchased as consideration in the acquisition of interests as part of the Company’s investment policy;
• to use the treasury shares purchased 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;
• to 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;
• to rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to dispose of treasury shares as part of share-based incentive plans pursuant to Article 114-bis of the TUF, and of plans for the free allocation of shares to Shareholders.

• Duration

The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2020, while the authorization to sell is granted to last for an unlimited period, given the absence of provisions in this regard pursuant to the provisions in force and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

• Maximum number of purchasable treasury shares

The new authorization would allow the purchase, including in more than one tranche, of ordinary shares of Arnoldo Mondadori Editore S.p.A., up to a maximum number of shares – also taking into account the ordinary shares held, directly and indirectly, in the portfolio from time to time – of no more than 10% overall of the share capital, in accordance with Article 2357, paragraph 3, of the Italian Civil Code.

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

The purchases would be made in compliance with the principle of equal treatment of shareholders under Article 132 of the TUF, in accordance with any of the procedures set out in Article 144-bis of the Issuer Regulation, to be identified from time to time, and any other applicable regulations, as well as, where applicable, the market practices allowed from time to time in force.

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.

As far as disposal transactions are concerned, the authorization would allow the adoption of any appropriate method to fulfill the purposes pursued – including the use of treasury shares to service stock incentive plans and/or the transfer of real and/or personal rights and/or stock lending – to be carried out either directly or through intermediaries, in compliance with the relevant laws and regulations in force.

Without prejudice to the fact that purchases of treasury shares would be made in accordance with the time limits, conditions and requirements established by the applicable Community legislation and by the admitted market practices, the minimum and maximum purchase price would be determined for a unit price not lower than the official Stock Exchange price of Arnoldo Mondadori Editore S.p.A. shares on the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price on the day preceding the purchase transaction, increased by 10%.

However, in terms of purchase prices, the additional conditions set forth in Article 3 of the above EU Delegated Regulation 2016/1052 would apply.

With regard to the provisions of Article 2357, paragraph 1, of the Italian Civil Code, purchases would in any case be made within the limits of the available “extraordinary reserve” as shown in the last duly approved financial statements.

In any case, purchases would be made, in terms of definition of volumes and unit prices, in accordance with the conditions governed by Article 3 of EU Delegated Regulation 2016/1052, and in particular:

• no shares shall 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, no more than 25% of the average daily trading volume of Arnoldo Mondadori Editore S.p.A. shares shall be purchased in the 20 trading days prior to the dates of purchase.

Purchases instrumental in the support to market liquidity shall also be made in accordance with the conditions provided by the admitted market practices.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 2,938,293 treasury shares (1.124% of the share capital).

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

GRANTING OF SHARES UNDER THE 2017-2019 PERFORMANCE SHARE PLAN: DISCLOSURE PURSUANT TO ART. 84-BIS, PARAGRAPH 5 OF CONSOB REGULATION NO. 11971/1999
The Board of Directors, on the proposal of the Remuneration and Appointments Committee, resolved to grant, effective from 1.6.2020, a total of no. 1,649,965 Arnoldo Mondadori Editore S.p.A. shares to 10 beneficiaries, in implementation of the provisions contained in the “2017-2019 Performance Share Plan” established by the Board of Directors on 21 March 2017 and subsequently approved by the Shareholders’ Meeting on 27 April 2017 (the “2017-2019 Plan”).

Mention should be made that the 2017-2019 Plan takes the form of a share granting plan and grants its beneficiaries the right to receive, free of charge, shares in the Company provided that, at the end of a reference period of three financial years, the performance targets set in the 2017-2019 Plan have been achieved.

The 10 beneficiaries of the 2017-2019 Plan, identified by name by the CEO, as delegated by the Board of Directors, are the CFO – Executive Director and selected managers.

The characteristics of the 2017-2019 Plan are explained in detail in the Directors’ Report to the Shareholders’ Meeting of 27 April 2017 and in the information document contained therein, available on mondadori.it, Governance section, to which reference should be made.

Attached is the information required by Schedule 7 of Annex 3A to CONSOB Regulation no. 11971/1999 to account for the granting of shares in the context of the 2017-2019 Performance Plan.

PROPOSED ADOPTION OF A 2020-2022 PERFORMANCE SHARE PLAN
The Board resolved, on a proposal from the Remuneration and Appointments Committee, and in keeping with the introduction of the performance share approved last year for the medium/long-term remuneration of executive directors and executives with strategic responsibilities, to submit to the approval of the Ordinary Shareholders’ Meeting, the adoption of a 2020-2022 Performance Share Plan, in accordance with Article 114-bis of Legislative Decree no. 58 of 24 February 1998, intended for the CFO – Executive Director and a number of Company managers who have an employment and/or directorship relationship with the Company or with its subsidiaries on the granting date of the shares.

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

The Plan envisages the right for beneficiaries to receive a bonus in the form of Company shares, subject to the achievement of specific targets set and measured at the end of the three-year performance period from 2020 to 2022.

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.

For details on the proposed adoption of the 2020-2022 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the Information Document drawn up by the governing body, pursuant to Article 84-bis and annex 3A of the Issuer Regulation, and to the Explanatory Report, which will be published within the time limits and in the manner prescribed by applicable regulations.

CONSOLIDATED NON-FINANCIAL STATEMENT PURSUANT TO LEGISLATIVE DECREE 254/2016
Under Legislative Decree 254/2016, the Board of Directors’ 2019 Report on Operations of the Mondadori Group is also composed of the Consolidated Non-Financial Statement, a qualitative-quantitative description of the non-financial performance of the Company, associated with environmental, social, and staff-related issues, as well as those regarding respect for human rights, and the fight against active and passive corruption, which are relevant given the activities and characteristics of the Company.

With regard to 2019, the Mondadori Group has updated its materiality analysis, in accordance with the principles set out by the GRI Sustainability Reporting Standards (GRI Standards), including the “Media Sector Disclosures”, defined in 2016 and 2014 respectively by the Global Reporting Initiative (GRI).

With a view to continuously improving the process, in 2019 the stakeholder mapping was updated and stakeholder engagement activities were expanded: in addition to external interviews, carried out by involving suppliers of the main utilities and franchisees of Mondadori Store bookshops, an online questionnaire was administered to all Group employees.

The results for the year ended 31 December 2019, approved on today’s date by the Board of Directors, will be presented by the Mondadori Group Management to the financial community in a conference call scheduled today at 3:30 PM.

The corresponding documentation will be available on 1Info (www.1info.it), www.borsaitaliana.it and www.gruppomondadori.it (Investors).

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

Annexes (in the complete pdf):

• Consolidated balance sheet;
• Consolidated income statement;
• Consolidated income statement – fourth quarter;
• Group cash flow;
• Arnoldo Mondadori Editore S.p.A. balance sheet;
• Arnoldo Mondadori Editore S.p.A. income statement;
• Arnoldo Mondadori Editore S.p.A. cash flow statement;
• Glossary of terms and alternative performance measures used;
• Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999

[1] 2019 outlook disclosed to the market prior to application of IFRS 16
[2] Before application of IFRS 16
[3] Before application of IFRS 16
[4] GFK, December 2019 (in terms of value)
[5] ESAIE, 2019 (number of adopted sections)
[6] Databank, 2019
[7] Magazines: -13.9% (Nielsen, cumulative figures at December 2019);
[8] Digital: +3.5% (Nielsen, cumulative figures at December 2019);
[9] -12.4% in terms of value (Internal source, figures at December 2019, newsstands + subscriptions channel)
[10] -11.9% in terms of value (Internal source, figures at December 2019, newsstands + subscriptions channel)
[11] -12.4% in terms of value (Internal source, figures at December 2019, newsstands + subscriptions channel)

Books, magazines, web sites: we continue to be ourselves even when we’re working at a distance in order to safeguard the health of our people and the rest of the country. Our bookstores continue to constitute a socio-cultural vanguard cross the country, reaching our customers through our e-commerce site.

With enormous thanks to all our colleagues for their commitment to guaranteeing the quality of our content and services.

We look forward to the day – after things have been resolved – when we can meet again, for an exhibition, a presentation, an event or, at a place of your choice!

#IoRestoaCasa #FermiamoloInsieme #NoiDellaMondadori

Over 100 pages of unpublished images and portraits by the extraordinary photographer Bruce Weber, fashion stories, interviews and special services: all in the new issue of di Icon, on newsstands from Friday 6 March.

A collectors’ issue celebrating art and beauty for the Mondadori Group’s fashion and lifestyle brand that, under the editorship of Andrea Tenerani, editor-at-large Federico Sarica and new creative director Luca Stoppini, signals a further step forward in its mission to increasingly be a “contemporary classic” and to represent fashion, lifestyle, stories, personalities and male passions to an increasingly global audience.

“Icon is becoming a statement, a declaration of the intent to more and more identify and define the contemporary by selecting the best stories, personalities and photographs that are also destined to last. In other words, iconic,” explained Andrea Tenerani, editor of Icon. “’I’ as in icon, so, starting from the cover, but also ‘I’ as in the first person singular, a declaration of the desire to  place at the centre of the magazine’s narrative the uniqueness of life and the style of each of our readers and members of our community.”

The is month’s three covers, from the portfolio of Bruce Weber, feature the actor Brandon Thomas Lee, an exclusive Bruce Weber portrait of David Bowie and Antonio and Piero Teoli, two Italo-American brothers, both students at the Frank Sinatra School of Arts in Miami.

Among leading contemporary photographers, Weber has capture many of the biggest names in the world of show business and art. Plus, for Icon, Weber is not just the figure behind the lens, but also talks about himself in an exclusive conversation with actress Anjelica Huston.

It is a collaboration that consolidates the relationship with Icon, which has always been committed to the highest standards of quality in images and content, with the support of leading photographers and personalities from the world of contemporary culture.

This is also a continuation of the process of strengthening the brand in the upscale male lifestyle segment. Also marked by a new look, thanks to a re-design that increasingly highlights the strengths of Icon and its distinctive positioning, starting from the logo, with the highlighted “I”, a graphic symbol that characterises all of the sections, from fashion and beauty, to news and culture.

A record-breaking Sanremo Festival for Tv Sorrisi e Canzoni. The Mondadori Groiup brand, Italy’s biggest-selling weekly, with a circulation of  474,459 copies (Source: ADS, December 2019), confirms its leadership in the entertainment world thanks to the enormous success of the dedicated initiatives and content organised during the annual Sanremo event.

Starting from 2 February with an exclusive party organised together with Grazia and United Music, and with the participation of the presenters Amadeus and Fiorello and all of the artists in competition, the week of the 70^th edition of the Festival for Sorrisi  concluded with excellent performances: on newsstands, with a print run of over 1.7 million copies for the 3 issue linked to the Festival, on the web site and with an authentic boom for the brand on social networks, thanks to more than 600 pieces of original content on all web and social platforms, including 70 videos and 200 live stories.

Sorrisi.com, with the traditional preview of the songs, the order of appearance of the artists, the ratings and detailed reports of each evening, complete with the best photographs, between 2 and 9 February recorded 2.4 million sessions, an absolute traffic record for the site during the Sanremo week (Source: Google Analytics).

Over the whole week, the Instagram and Facebook accounts of Sorrisi were authentic second-screens for viewers, reaching 10.5 million people, more than doubled on Facebook, with 6.3 million people reached, and 4.2 million on Instagram, a significant increase on the figure of 300,000 recorded in 2019. Total interactions on the two platforms, including likes, comments and shares came to 400,000 (+122% compared with 2019), and with more than 2 million video views. 

There were also many new tools on offer to follow the Festival: cards with the lyrics to the songs and real time quotes from the protagonists onstage, live stories from the press room, the table recording the votes or the songs, animated GIFs, i surveys and the most memorable moments from 70 years of the Italian popular song. The final post declaring the winner reached over 1 million people (Source: Fanpagekarma).

Also this year Tv Sorrisi e Canzoni covered the whole Festival with its own editorial team there on the Ligurian coast, with a specially prepared photographic studio and tow lounges set up for video shoots and live social events, multiplying the digital production for the entire duration of the Festival.

In the mornings, an appointment with the editor Aldo Vitali together with one of the singers in competition, broadcast live on social media, was a key moment in getting the day going after the night before on the stage of the Ariston Theatre: a breakfast during which Elodie, Francesco Gabbani, Elettra Lamborghini, Piero Pelù, and Alberto Urso, could share comments and immediate reactions about the competition.

All of the artists and guests of the Festival came to the Tv Sorrisi e Canzoni editorial office for an interview or photo shoot, to talk about their plans, like Marco Sentieri, one of the singers from Nuove Proposte and an endorser of the national anti-bullying day, or for a surprise birthday party, like the one organised for the 28^th birthday of Riki. There were also greetings from some of the great icons of Italian pop music such as the Ricchi e Poveri recently back together, and Gianna Nannini. And finally, a visit from the winners after the final, Diodato, Francesco Gabbani and the Pinguini Tattici Nucleari, for a big celebration and the traditional cover shot for this week’s edition of the magazine: an encounter that was transformed into a party  in which the top three placed artists improvised an exclusive concert for Sorrisi.

During the Sanremo week Tv Sorrisi e Canzoni was accompanied by: Tescoma, sponsor of the editorial lounge, Unieuro, with the book project #cuoriconnessi and diDesign for the lounge furniture.

Great success for Evviva Sanremo: the exclusive party organised by Tv Sorrisi e Canzoni, Grazia and United Music, for the opening of the 70^th edition of the Italian Song Festival together with the protagonists of the event.

Tv Sorrisi e Canzoni, the leading weekly in the world of entertainment and historic point of reference for the Festival, Grazia, the fashion magazine that interprets Italian fashion and style, together with United Music, the digital audio project of  RadioMediaset, organised a special event that brought together the worlds that rotate around the three brands.

Music, glamour and an exceptional showcase animated an evening that was held at the Hotel Royal, where on Sunday 2 February over 300 guests gathered and were welcomed by Aldo Vitali, editor of Tv Sorrisi e Canzoni, Silvia Grilli, editor of Grazia, Paolo Salvaderi, chief executive of RadioMediaset and Rosanna Mani, head of show-business relations for Tv Sorrisi e Canzoni.

Also taking part were the artistic director and presenter Amadeus along with Fiorello, a fixed guest over the five evenings of the Festival and all of the artists in competition at Sanremo. Also present were Diletta Leotta and Emma D’Aquino, who will assist Amadeus on the stage of the Ariston Theatre.

They were joined by a number of personalities from the world of entertainment, cinema and fashion, including Francesca Cavallin, Federica Fontana and Eleonora Pedron.

Special guest, was  the Italo-American singer-songwriter LP, the star of a live performance who excited the guests with her unique voice and the rhythms of her hits, including Girls go wild, the most played track on radio in 2019.

The main sponsors of Evviva Sanremo: Lancia Ypsilon Monogram, Pianegonda Jewelry, Puig Italia with Good Girl di Carolina Herrera, Tescoma.

Mondadori Store, Italy’s largest bookstore chain, has opened a new store at the Carrefour shopping mall in Limbiate, on the outskirts of Milan.

With its rich variety of editorial products, the new Mondadori Bookstore will be a reference point for all lovers of culture and entertainment.
The directly managed bookshop has an area of over 200 square metres with an assortment of 10,000 titles including fiction, non-fiction, classics, comics and a sector aimed at children and teenagers, with books and toys. Visitors will also find the latest music releases and a selection of the best stationery products, gift boxes and gift cards.

From large cities to smaller towns, the model of the Mondadori Group network of bookstores focuses on the quality of the shopping experience, multi-channel services and events, while always focusing on the needs of the customer-reader.

Customers can take advantage of all the Mondadori Store services, such as Pick Up Point, which allows you to pick up a book purchased on Mondadoristore.it free of charge at the point of sale, choosing from a catalogue of over 1 million titles; Order and collect, or the ability to order a book online and then collect and buy it in the store; Home delivery, to have a product ordered in the store delivered straight to your home.