2021

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 2021 presented by the CEO Antonio Porro.

“In the first quarter, the Mondadori Group posted a sharp increase in profitability driven, on the one hand, by the double-digit growth of revenue in the Books area and, on the other, by the ongoing efforts to curb operating and structural costs, in the Media and Retail areas in particular.
These results fit into a flying start of the year for the Books market, pushed by the greater reading propensity of Italians during the months of the pandemic.
This trend, along with the extended and improved generation of cash flow from ordinary operations and the company’s greater structural efficiency, is further proof of the solidity of the Mondadori Group; all this leads us to be optimistic on both the coming months of the year and on medium-term prospects,” said Antonio Porro, Chief Executive Officer of the Mondadori Group.

HIGHLIGHTS OF FIRST QUARTER 2021
In first quarter 2021, the Books market showed a rather positive trend, growing by 39.6%^[1] versus the same period of 2020, which strengthened and consolidated the positive performance that had started from the second half of last year.
This buoyant performance is also confirmed when comparing it with first quarter 2019 – a period totally immune to the pandemic^[2] – showing an increase of 26.1%.

The segment’s buoyancy was driven by the increased reading propensity of Italians^[3]: in 2020, readers in the 15-74 age group amounted to 61% versus 58% in the prior year. The restrictive measures that have limited and continue to limit access to other forms of entertainment during leisure time have of course contributed to this trend.

PERFORMANCE AT 31 MARCH 2021
Consolidated revenue amounted to € 144.8 million, up by 7% versus € 135.3 million of the prior year, thanks in particular to the strong growth in the Books area, driven by the buoyancy of the market in the quarter under review.

Adjusted EBITDA came to a positive € 1.1 million, improving by € 4.1 million versus the first three months of 2020, when the Group reported an operating loss of € 3.1 million; this positive performance reflects, on the one hand, the good trend in revenue in the Trade Books segment, and, on the other, the effects of the ongoing efforts to curb operating and structural costs made by the Group.

Group reported EBITDA came to € 0.2 million which, compared with the loss of € 4.2 million recorded in the prior year, shows a clear improvement of approximately € 4.5 million.

Group EBIT at 31 March 2021 came to a negative € 9 million, improving by € 5 million versus the same quarter of 2020, thanks to the trend of the abovementioned components, as well as to lower amortization and depreciation of € 0.5 million, resulting mainly from a lower average residual duration of the existing lease contracts in the Retail area (pursuant to IFRS 16).

The consolidated loss before tax amounted to € -12.1 million versus € -23.8 million in the first three months of 2020. Additionally, this significant improvement is also explained by:

• the reduction in financial expense of approximately € 0.5 million (from € 1.6 million to 1.1 million), due primarily to a lower average interest rate (from 0.89% to 0.78%), in addition to the reduction in ancillary expense;
• the effects of the sale of the investment in Reworld Media, completed in February 2021, which resulted in the recognition of a capital loss of € 0.4 million^[4] with a positive change of € 6.5 million versus the capital loss of € 6.9 million recorded at 31 March 2020;
• the result for the period of associates (consolidated at equity) came to a loss of € -1.6 million versus € -1.3 million at 31 March 2020.

The Group’s net result, after minority interests, amounted to € -10.2 million, recovering strongly from  € -19.1 million recorded in the first three months of 2020: the loss usually recorded in the first quarter of the year and attributable to the seasonal nature of the Education business was thus cut by half.

The net financial position before IFRS 16 at 31 March 2021 stood at € -47.9 million, down by approximately € 50 million versus € -96.9 million at 31 March 2020, as a result of the strong generation of cash flow from ordinary operations recorded in the last 12 months, amounting to € 60.4 million, which confirms the positive path of financial improvement of the Group, despite a context still marked by uncertainty.
The IFRS 16 net financial position amounted to € -131.8 million and includes the recognition of the financial payable from the application of IFRS 16 equal to approximately € 84 million.

Group employees at 31 March 2021 amounted to 1,838 units, down by 5.5% from the 1,944 units at 31 March 2020, due primarily to the efficiency measures that continued across all the business areas.

BUSINESS OUTLOOK
The positive performance seen in the first few months of the year, driven in particular by the strong growth trend of the Books market, as well as the continued cash flow generation, allow the Group to forecast at consolidated level – and with the current consolidation scope – an improvement on the estimates previously disclosed.

Performance targets

• Revenue in 2021 is forecast to grow slightly (low single-digit), basically confirming the previous estimate resulting from:
  – an improvement in revenue from the Trade Books segment versus expectations at the beginning of the year, linked to the higher growth of the Books market, albeit with a gradual normalization versus the trend seen in the first quarter;
  – the postponed resumption of museum activities and a more gradual recovery than previously expected in revenue from the Retail area, due to the impact of the tougher restrictive measures.
• The current forecast for Adjusted EBITDA reflects a moderately improved net contribution from the combined effect of the above trends, in addition to the effect of the relief awarded to the Group for museum activities: as a result, margins at consolidated level are expected to settle in the upper part of the range previously disclosed (11%-12%), namely around 12% of revenue.
• The net result for 2021 is confirmed to rise sharply, due also to two “one-off” effects:
  – the resort by the Group to the relief arising from the tax realignment on part of the intangible assets, which will allow the recognition of a significant positive tax component;
  – the impact on the 2020 result of the write-down of certain balance sheet items that is not currently expected in 2021.

Cash Flow and Net Financial Position
Additionally, with regard to the Group’s financial debt, one can reasonably expect an improvement on previous forecasts, due to the continued robust cash generation recorded by the business in the last six months: specifically, the new forecasts show the cash flow from ordinary operations settling in a range between € 50 and € 55 million (versus the previous range of € 40-€ 45 million), which allows the Group to confirm the achievement, before the impacts from the adoption of IFRS 16, of a positive consolidated net financial position at year end.
Conversely, taking account of the impact of IFRS 16, indications point to a Group financial debt no greater than 0.7x Adjusted EBITDA (from the previous 0.8x).

PERFORMANCE OF BUSINESS AREAS

• BOOKS

As mentioned, in the first three months of 2021 the Trade books market in Italy posted a sharp growth of 39.6%^[5] versus the same period of the prior year, consolidating the trend started in the second half of 2020. If the comparison with first quarter 2020 is affected in every way by the lockdown, which impacted on the operation of almost all sales channels in March 2020, the comparison with first quarter 2019 bears more significance to the extraordinary trend that the Books market is experiencing: growth in the first three months of the year versus the same period of 2019 amounted, in fact, to 26.1%.

Against this backdrop, the Mondadori Group – thanks to its improved performance versus the overall performance of other publishers – increased its market share to 23.7%, confirming its undisputed leadership in the Trade segment.

As proof of the quality of the editorial plan, mention should be made that during the first 3 months of the year, the Group placed 4 titles in the top ten bestsellers in terms of value^[6]: Il sistema. Potere, politica, affari: storia segreta della magistratura italiana by Alessandro Sallusti and Luca Palamara, published by Rizzoli, which was the chartbuster in the opening months of the year, ranking firmly at the top, followed by La disciplina di Penelope by Gianrico Carofiglio (Mondadori); Insieme in cucina. Divertirsi in cucina con le ricette di «Fatto in casa da Benedetta» by Benedetta Rossi (Mondadori Electa) and A riveder le stelle. Dante, il poeta che inventò l’Italia by Aldo Cazzullo (Mondadori).

Revenue in the Books area in the first three months of 2021 amounted to € 71.6 million, up by 23% versus € 58.2 million in the first three months of 2020. This performance is even higher than the revenue achieved in the same period in 2019 (€ 70.2 million).

Revenue of the Trade segment, amounting to € 55.9 million, posted a sharp increase (+39.4%) versus € 40.1 million in first quarter 2020. Revenue also improved (+13.4%) versus first quarter 2019, unaffected by the pandemic.

Revenue of the Educational segment, amounting to € 13.8 million, fell by 17.2% versus the same period of 2020 (€ 16.7 million), due primarily to the contraction of Electa’s activities, attributable to the closures of museums and archaeological sites, only partly offset by the increase in revenue from Rizzoli International Publications.

Revenue from the sales of e-books and audiobooks, which accounted for approximately 7.3% of total publishing revenue, was up by 5.9% versus the prior year.

Adjusted EBITDA in the Books area came to € 0.6 million versus € -4.5 million in first quarter 2020, an improvement of over € 5 million, thanks to the positive trend of revenue in the Trade segment in the period under review.

Reported EBITDA amounted to € 0.6 million versus € -5.2 million at 31 March 2020, while EBIT amounted to € -2.5 million versus € -8.3 million in first quarter 2020, with an upward trend consistent with the above dynamics.

• RETAIL

The Retail area registered revenue of € 33.4 million, up by € 2.3 million (+7.4%) versus € 31.1 million in the same period of the prior year, due exclusively to the improved performance of the Book product (up by more than € 3 million or +16.4%), which accounted for more than 80% of the Area’s revenue^[7].

The quarter was negatively impacted by the government measures to contain the pandemic, which caused severe restrictions on sales activities from early January and throughout the period. Our directly-managed stores, located mainly in large tourist cities, were strongly affected.
The franchised channel – composed mainly of proximity stores located in small towns – was less affected by government restrictions and, instead, posted a positive performance, growing by approximately 30%.

In the first three months of the current year, Mondadori Retail recorded adjusted EBITDA of € -0.4 million, improving significantly (€ +0.8 million) versus € -1.2 million in the same period of 2020, as a result of the deep transformations, the renewal of the network of physical stores, the careful cost management and the thorough review of the organization and of processes: reported EBITDA in fact was basically at breakeven (€ -0.3 million versus € -1.3 million in the first three months of 2020); EBIT came to € -2.4 million (€ -3.8 million in the first three months of 2020), posting a robust improvement (€ +1.4 million).

• MEDIA

In the first three months of 2021, the advertising market showed a positive trend in the web channel, up by +6.4% versus the first quarter last year: this figure recovered strongly from the first two months of the current year, driven by the strong growth recorded in March (+27%); the magazine channel was down (-32.2% versus first quarter 2020^[8]).

The circulation (-7.6%[9]) and magazines add-on products market (-25%) both followed suit.

Against this backdrop, the Mondadori Group’s circulation market share stood at 23%, steady versus March of the prior year¹³.

The Group retained its position as Italy’s top multimedia publisher, continuing to engage with and strengthen its communities during the period: print with 10.2 million readers^[10]; web with a reach in March 2021 of 80% and approximately 32.8 million unique users^[11] up by over 4% versus March 2020; social with a fanbase of 39.2 million^[12] at 31 March 2021.

The Media area reported revenue of € 46.8 million, down by 7.5% versus € 50.6 million in the same quarter of the prior year. Digital activities, which account for approximately 17% of the area’s total revenue, posted a sharp growth of 36% in the quarter, driven by the consolidation of Hej!, a company specialized in tech advertising.

Specifically:

• circulation revenue was down by 7.3%, with television magazines performing better (approximately -4% in terms of copies);
• advertising revenue grew by 3.2% overall, pushed by advertising sales on digital brands (+18.2% on a like-for-like basis) and the contribution of the newly-acquired Hej!, which more than offset the contraction in print advertising (-31%);
  A point worth mentioning is that digital revenue on total advertising revenue now accounts for 66% of the total (up from 48% in first quarter 2020), driven by the strong growth also following the consolidation of Hej!.
• revenue from add-on products fell by approximately 34% versus first quarter 2020, due primarily to the extraordinary success last year of musical initiatives and the reduced availability of DVD titles, due to the lack of film releases caused by the pandemic;
• other revenue, which includes revenue from distribution activities, increased by 5.6% versus first quarter 2020.

Adjusted EBITDA in the Media area stood at € 2 million, steady versus the first three months of 2020, thanks in particular to the growth of digital activities and the continued measures to contain operating costs, which allowed the Group to curb the negative impact on profitability resulting from the decline in print activities.
Reported EBITDA amounted to € 2 million, up from € 1.8 million in first quarter 2020, thanks to the absence of non-recurring items in the period under review.

EBIT came to a positive € 0.4 million versus a negative € 0.1 million at 31 March 2020, due also to lower amortization and depreciation for a total of € 0.3 million, attributable mainly to the effects of the write-downs made in 2020.

START OF SHARE BUYBACK PROGRAM TO SERVICE THE 2021-2023, 2020-2022 AND 2019-2021 SHARE PERFORMANCE PLANS

 The Board of Directors of Arnoldo Mondadori Editore S.p.A. 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 27 April 2021 which, among other things, authorized:

• the purchase and disposal of treasury shares for a maximum amount of up to 0.39% of the share capital, which is intended to provide the Company with the no. 1,023,731 shares required over the three-year period to meet the obligations under the 2021-2023 Performance Share Plan established by the same Shareholders’ Meeting, pursuant to Article 114-bis of the TUF;
• the continuation of the buyback program to service the 2019-2021 Performance Share Plan and the 2020-2022 Performance Share Plan in the manners and within the limits set out in the relevant Regulations.

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

• Purpose of the program

The sole purpose of the program is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the 2021-2023 Performance Share Plan, the 2020-2022 Performance Share Plan and the 2019-2021 Performance Share Plan.

• 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. 860,000 ordinary shares (equal to 0.3289%) of the share capital to service the 2021-2023 Performance Share Plan, the 2020-2022 Performance Share Plan and the 2019-2021 Performance Share Plan, in the manners and within the limits set out in the relevant Regulations.

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 27 April 2021, taking account also of the no. 1,838,326 treasury shares, equal to 0.7031% of the share capital, already held by the Company.

• Duration of the program

The buyback program runs from 14 May 2021 and will end with the Shareholders’ Meeting to approve the financial statements for the year ending 31 December 2021, which coincides with the expiration of the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 27 April 2021.

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 and of Article 5 of Regulation (EU) 596/2014, Article 144-bis of the Issuer 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 27 April 2021.

Any subsequent changes to the buyback program will be promptly disclosed by the Company.
The transactions made will be disclosed to the market in the manners and within the time limits of applicable law.
For information on the above Performance Share Plans, reference should be made to the information documents prepared pursuant to Article 114-bis of Legislative Decree no. 58/1998 and to Article 84-bis of CONSOB Regulation no. 1197/1999 and available on the website www.gruppomondadori.it (Governance section) and at the authorized storage mechanism 1Info (www.1Info.it).

The results at 31 March 2021, approved today by the Board of Directors, will be presented to the financial community by the Mondadori Group CEO Antonio Porro and CFO Alessandro Franzosi at a conference call scheduled today, 13 May 2021, at 3pm.
The relevant documentation will be concurrently available on the website www.gruppomondadori.it (Investors section) and on 1Info(www.1info.it).

Journalists will be able to follow the presentation, in listening mode only, by connecting to the dedicated number +39.028020927, and via the web in audio mode by registering at the link https://hditalia.choruscall.com/?calltype=2&info=company.

The Interim Management Statement at 31 March 2021 will be made available on the authorized storage mechanism (www.1Info.it) and in the Investors section of the Company website www.gruppomondadori.it on 14 May 2021.

PUBLICATION OF THE MINUTES OF THE SHAREHOLDERS’ MEETING
Arnoldo Mondadori Editore S.p.A. informs that the minutes of the Ordinary Shareholders’ Meeting held on 27 April 2021 are available on the authorized storage mechanism (www.1info.it), in the Governance section of the Company website www.gruppomondadori.it and at the Company’s registered office.

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

Annexes (in the complete pdf):

1. Consolidated balance sheet;
2. Consolidated income statement;
3. Group cash flow;
4. Glossary of terms and alternative performance measures used.

[1] GFK, March 2021 (figures in terms of market value)

[2] The comparison with 2020 is in fact affected by the closure enforced on all bookstores from March: from 12 March until the end of April, the government measures applied to contain the pandemic led in fact to the closure of bookstores across the Country; in the early stages, the online channel too had to apply restrictions on book deliveries due to the need to prioritize the distribution of staple goods.

[3] AIE, Libro Bianco del Cepell, 2021

[4] The monetization of this investment generated a total gain (2019-2021) of € 1.1 million.

[5] GFK, March 2021 (figures in terms of market value)

[6] GFK, March 2021 (ranking in terms of cover value)

^[7] Product revenue excluding Club revenue

[8] Nielsen, March 2021

[9] Internal source: Press di, March 2021, in terms of value

[10] Audipress 2021

[11] Comscore, March 2021

[12] Shareablee + internal processing

The Mondadori Group announces the conclusion of a new loan agreement for a total of € 450 million, expiring on 31 December 2026, which replaces and extends the current credit lines expiring on 31 December 2022.

This loan consists of an Amortizing Term Loan line of € 95 million to repay the existing debt; a Revolving line (RCF) of € 125 million to support the financial requirements of ordinary operations; a line of € 230 million for potential acquisitions, consistent with the strategic guidelines previously disclosed to the market.

The new agreement, concluded with a pool of four banks (Banca Nazionale del Lavoro/BNP Paribas, Banco BPM, Intesa Sanpaolo and UniCredit, which act as Lenders and Mandated Lead Arrangers; UniCredit acts as an Agent too), sets better financial conditions than those under the pool loan agreement concluded on 22 December 2017, in terms of lower interest rates and ancillary expense.

The initial spread of the new credit lines is 70 bps, 25 bps lower than the current 95 bps. The rate may vary depending on consolidated NFP/EBITDA movements pre-IFRS 16, from a low of 70 bps to a high of 160 bps.
At 31 December 2020, the Mondadori Group reported a pre-IFRS 16 net financial position of € -14.8 million and a pre-IFRS 16 reported EBITDA of € 69 million.

The pre-IFRS 16 consolidated NFP/EBITDA ratio is 3.25x for all financial years, while the net financial debt covenant cannot exceed a maximum amount of € 385 million at 30 June 2021; € 350 million at 30 June 2022; € 315 million at 30 June 2023; € 280 million at 30 June 2024; € 245 million at 30 June 2025; € 210 million at 30 June 2026.

Concurrent to the granting of the new loan, the Mondadori Group will fully repay the debt of € 95 million arising from the agreement concluded in December 2017 and cancel the existing, unused Revolving line of € 100 million.

Sperling & Kupfer today launches the podcast Senza perdere il filo. Narratori di mondi possibili on the main audio platforms. This is the first podcast produced by a publishing house with original content created ad hoc by authors with the Mondadori Group’s publishing houses.

The theme of the podcast is sustainability. Developed from an idea by Linda Poncetta, a fiction editor at Sperling & Kupfer, and Grazia Rusticali, chief fiction editor at Sperling & Kupfer and Piemme, the project is part of the eleventh edition of the international Nudge Global Impact Challenge.

People who tell stories create new worlds, or show us the world in which we live in a different light, suggesting ways it could be improved. With their stories, the protagonists of this podcast stimulate reflection on a new beginning, an opportunity to imagine a different future after Covid. Because there is an answer to the change we are looking for: a more sustainable world, a future where we respect ourselves, other people and the environment around us.

From high-quality teaching to gender equality, from the fight against climate change to the value of diversity:  Senza perdere il filo is a podcast that examines the past, recounts the present and imagines the future, through contributions from 7 authors, who talk about every aspect of sustainability.

Each episode is inspired by one of the United Nations’ 17 Sustainable Development Goals. The authors who took part are Sara Rattaro (Le parole cambiano il mondo; storytelling and creative writing), Claudio Pelizzeni (Consigli per viaggiare sostenibile), Federica Gasbarro (Le parole insegnano, gli esempi trascinano; climate change), Guido Marangoni (Uguali e diversi; diversity and inclusion), Francesca Vecchioni (È l’uomo misura di tutte le cose?; gender equality), Andrea Maggi (Lezioni per un futuro sostenibile; high-quality teaching) and Annalisa Monfreda (Quell’intreccio prezioso di vita e lavoro; smart working and the future of work).
The podcast is available free on: Spotify, Apple Podcast, Google Podcast, Amazon Music. The first three episodes are currently available; the next two will be published on 17 May and the last two on 24 May. The Senza perdere il filo series is produced by Sperling & Kupfer with the editorial supervision of Linda Poncetta. Sound design and realisation is by Luca Carano.
https://www.spreaker.com/show/senza-perdere-il-filo
The project stems from the Mondadori Group’s participation in the Nudge Global Impact Challenge, an eight-month personal development program concentrating on leadership and sustainability, for young professionals from all over the world. During the program the ninety participants have the chance to develop an idea with a positive impact for a more sustainable world.

For more than 110 years, the mission of the Mondadori Group has been to foster the circulation of culture and ideas, through a high-profile leisure offer for the widest possible public. A leading player on the book market and Italy’s primary multimedia publisher, Mondadori has embraced a social responsibility path that, through all its channels, promotes quality content highlighting sustainability, plurality of thought, inclusion and diversity, with an approach geared to innovation.

Mondadori’s commitment takes the form of activities to support the communities where the group operates: promotion of reading, education, training and social and healthcare assistance. The group has also implemented a range of initiatives to reduce the environmental footprint of its offices and bookstores, which have led to a significant reduction in carbon emissions and increased use of certified paper for the production of books and magazines.

Pantheon Media Group (PMG), the publisher of Grazia USA, has signed a letter of intent with Mondadori Group to launch Grazia in Japan, Hong Kong, Singapore, Malaysia, Taiwan, Indonesia and Thailand, between September 2021 and the end of 2022.

Positioned on all the established fashion and luxury markets, Grazia is the first 100% Italian fashion magazine to have exported its successful formula worldwide, from Italy to the United States. The Mondadori Group Brand, wich now counts 21 editions worldwide in 23 countries, reaches a global audience of 15 million readers, 35 million unique users and over 20 million followers on social media.

“Luxury brands have made a giant geographical pivot to Asia and have declared their intent to make APAC (Asia-Pacific) a priority,” said Dylan Howard, Chief Executive Officer of PMG. “As these brands meet the demand of high-spending luxury customers, Grazia will play a pivotal role in engaging with these users throughout innovative, one-of-a-kind digital platforms and trusted, respected editorial content.”

“Pantheon Media Group has established itself as a premier partner for Grazia, with a dramatic surge in traffic since Grazia USA launched through the platform graziamagazine.com. The new business model, which has strong potential for development in other international markets too, blends authoritative content and a strategic use of data to create a distinctive positioning, addressing the needs and interests of users and advertising custumers,” said Daniela Sola, Managing Director International Business of Mondadori Media.

Dylan Howard, Chief Executive Officer of PMG, also announced the hiring of Brendan Monaghan as PMG’s Executive Vice President and Global Chief Brand Officer overseeing the expansion into Asia and Grazia USA. He will report to Mr. Howard.

Mr. Monaghan recently returned to the United States from Hong Kong, where he served as Chief Commercial Officer of Tatler Asia Group overseeing all business, marketing, and event functions for all advertising categories at the media company. Prior to that, Mr. Monaghan led fashion and luxury digital and print sales along with marketing as Chief Fashion & Luxury Officer across Condé Nast’s entire portfolio. Monaghan also will oversee all advertising sales efforts for PMG’s burgeoning international and luxury portfolio, in addition to editorial, business affairs, and consumer marketing.

“Brendan is a natural born leader and true innovator with demonstrated sales expertise across every media platform,” said Dylan Howard. “During his tenure at Tatler Asia Group, Brendan proved that premium content – matched with data and insights – produced across all media platforms is the most powerful combination for creating audience connections. I am thrilled Brendan chose Pantheon and Grazia as his next home upon returning to the United States.”

Monaghan joins Jillian Maxwell, Grazia USA’s Chief Revenue Officer, and David Thielebeule, Editor in Chief and Chief Creative Officer of the U.S. edition. Both will now report to Mr. Monaghan.

“I am thrilled to be a part of Grazia‘s exciting global expansion plans, and to join Jillian and her team. Grazia is one the of the most iconic and most powerful brands in the world, and I am honored to be a part of taking it to new heights. The opportunities that lie ahead have no ceiling,” said Brendan Monaghan, Executive Vice President and Global Chief Brand Officer of PMG.

PANTHEON MEDIA GROUP, LLC

Pantheon Media Group (PMG) is an independent next-generation media company that brings one of the most prestigious fashion magazines, born in Italy in 1938, to the biggest fashion market in the world. PMG is the exclusive publisher of Grazia USA, a global digital-first platform with a quarterly 400-page print edition due out in September 2021.

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2020 and reviewed the 2020 consolidated financial statements of the Mondadori Group.

As already disclosed last 18 March, the Group’s net profit, net of minority interests, came to € 4.5 million, reflecting an impairment of € 26.5 million, versus a profit of € 28.2 million in 2019 (which included € -2.6 million from the discontinued operations of Mondadori France).

The Shareholders’ Meeting, in accordance with the proposal of the Board of Directors, resolved to allocate the net profit for the year of Arnoldo Mondadori Editore S.p.A. at 31 December 2020 (€ 4,502,600.02) entirely to the extraordinary reserve, the legal reserve having already reached the statutory minimum amount, equal to one fifth of the share capital.

APPOINTMENT OF THE BOARD OF DIRECTORS AND OF THE NEW CHIEF EXECUTIVE OFFICER ANTONIO PORRO

The Meeting appointed the new Board of Directors; the 12 members will remain in office for three years until approval of the financial statements for the year ending 31 December 2023.

The Board was elected based on the lists submitted by the shareholder Fininvest S.p.A., holder of no. 139,355,950 shares, equal to 53.299% of the share capital and 69.853% of the voting rights, and by a grouping of shareholders formed of asset management companies and institutional investors holding a total of no. 9,856,881 shares, equal to 3.769% of the share capital.

The members of the new Board of Directors are:

• Marina Berlusconi (Chairman), Antonio Porro, Pier Silvio Berlusconi, Alessandro Franzosi, Elena Biffi, Danilo Pellegrino, Francesco Currò, Angelo Renoldi, Cristina Rossello, Paola Elisabetta Galbiati, Valentina Casella (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Alceo Rapagna (drawn the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 80.202% of the votes cast at the Meeting.

The composition of the Board of Directors complies with the provisions on gender equality set out in Article 147-ter, paragraph 1-ter of the TUF.

The Board of Directors of Arnoldo Mondadori Editore S.p.A., which met after the Shareholders’ Meeting, chaired by Marina Berlusconi, appointed Antonio Porro as the new Chief Executive Officer, granting him the relating management powers.

As announced on 10 November, the appointment of Antonio Porro, in addition to being in accordance with the outcome of the succession plan adopted by the Board of Directors, is consistent with the Group’s strategies aimed at a gradual focus on the core business of Books.

The Board of Directors then assessed the meeting of the independence requirements, pursuant to Article 148, paragraph three of the TUF and the Corporate Governance Code, for Directors Elena Biffi, Paola Elisabetta Galbiati, Valentina Casella, Alceo Rapagna and Angelo Renoldi.

In making its assessments, the Board referred – taking account, among other things, of the provisions of Article 2, recommendation 7 of the Corporate Governance Code – also to the “Policy concerning the criteria for assessing the independence requirements of directors”, already adopted by Mondadori, which governs the criteria for the significance of commercial, financial or professional relationships or additional remuneration that may compromise the independence requirement.

With regard to Director Angelo Renoldi, the Board – given his high professional profile and the fact that he complies with all additional independence requirements set out in the Corporate Governance Code – resolved – in accordance with the established substance-over-form rule in assessments related to said Code – to disapply, on an individual basis, the criterion set out in recommendation 7, letter e) of the Code concerning the position held as director for more than nine financial years over the last twelve.

The Board of Directors also appointed the members of the following committees in compliance with the principles established by the Corporate Governance Code:

• Control, Risk and Sustainability Committee: Angelo Renoldi as Chairman (independent); Alceo Rapagna (independent); Cristina Rossello;
• Remuneration and Appointments Committee: Angelo Renoldi as Chairman (independent); Elena Biffi (independent); Cristina Rossello;
• Related Party Committee: Elena Biffi as Chairperson (independent); Angelo Renoldi (independent); Paola Elisabetta Galbiati (independent).

The Board also appointed, until expiry of its term, therefore, until approval of the financial statements for the year ending 31 December 2023:

• Valentina Casella as Lead Independent Director;
• Alessandro Franzosi as Financial Reporting Manager.

The executive Directors are: Marina Berlusconi since the Chairman, while not having any specific management powers, partakes, together with the Chief Executive Officer, in the drafting of corporate strategies to be submitted to the approval of the Board of Directors, Antonio Porro (Chief Executive Officer) and Alessandro Franzosi, who qualifies as an Executive Director given his directorships in the Company associated with his role as Administration, Finance and Control Manager.

The CVs of the members of the new Board of Directors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

Based on the information available to the Company, to date, the Directors who hold interests in the share capital of Arnoldo Mondadori Editore S.p.A. are:

• Pier Silvio Berlusconi no. 172,000 shares;
• Alessandro Franzosi no. 20,000 shares;
• Antonio Porro no. 120,610 shares.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS
The Shareholders’ Meeting also appointed the Board of Statutory Auditors, composed as follows:

• Sara Fornasiero as Chairperson (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors);
• Ezio Maria Simonelli and Flavia Daunia Minutillo as Standing Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Emilio Gatto and Annalisa Firmani, as Substitute Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Mario Civetta, as Substitute Auditor (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 80.202% of the votes cast at the Meeting.

The composition of the Board of Statutory Auditors complies with the provisions on gender equality set out in Article 148, paragraph 1-bis of the TUF.

The CVs of the members of the Board of Statutory Auditors and the additional documentation required by current legislation are available in the Governance section of www.gruppomondadori.it.

Based on the information available to the Company, to date, no member of the Board of Statutory Auditors holds any interest in the share capital of Arnoldo Mondadori Editore S.p.A.

The Board, based on the declarations made by the Chairperson of the Board of Statutory Auditors, Sara Fornasiero, as well as the Standing Auditors Ezio Maria Simonelli and Flavia Daunia Minutillo and the information available to the company, confirmed the meeting of the independence requirements set out in Article 148, paragraph 3 of the TUF and in the Corporate Governance Code of the members of the Board of Statutory Auditors.

The Shareholders’ Meeting resolved on the following additional items on the agenda:

Report on remuneration policy and compensation paid
The Shareholders’ Meeting approved Section One of the Report on remuneration policy and compensation paid. The Shareholders’ Meeting also voted in favour of Section Two of the Report.

Renewal of the authorization to purchase and dispose of treasury shares
Following expiry of the term relating to the previous authorization resolved on 22 April 2020, the Shareholders’ Meeting renewed 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.
To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,838,326 treasury shares, equal to 0.703% of the share capital.

Here below is the information provided, also with regard to the provisions of Article 132 of Legislative Decree 58/1998 and to the provisions of Article 144-bis of Issuer Regulation no. 11971/1999, on the authorization issued by the Shareholders’ Meeting.

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 employees or members of the governing or supervisory bodies of the Issuer or of an associate or 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 2021, 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 authorization allows the purchase, including in more than one tranche, of ordinary shares of Arnoldo Mondadori Editore S.p.A., with a par value of € 0.26 each, in one or more tranches in an amount freely determinable by the Board of Directors – up to a maximum number of shares – also taking into account 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.

2021-2023 Performance Share Plan
The Shareholders’ Meeting held today approved, pursuant to Article 114-bis of Legislative Decree 58/1998 and in keeping with the introduction of performance share plans approved in the past for the medium/long-term remuneration of executive directors and key management personnel, the establishment of a Performance Share Plan for the three-year period 2021-2023 intended for the newly-appointed Chief Executive Officer, the CFO – Executive Director and a number of managers of the Company who have an employment and/or directorship relationship with the Company or its subsidiaries at the date of allocation of the shares, in accordance with the conditions previously disclosed to the market on 18 March 2021, pursuant to Article 84-bis, paragraph 1 of Issuer Regulation 11971/1999.

For details on the 2021-2023 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 CONSOB Regulation no. 11971/1999, and to the Explanatory Report, published on the Company’s website www.gruppomondadori.it “Governance/Shareholders’ Meeting” section.

The minutes of today’s Shareholders’ Meeting will be made publicly available in the manner and within the time limits of law.

More than 200 tonnes of CO_2. saved to take 1 million bees to Milan: this is the result of the challenge that Donna Moderna has achieved together with its readers as part of the #BeeGreen project, the initiative of the Mondadori Group brand dedicated to sustainability and urban diversity.

A challenge, promoted through AWorld, the app chosen by the UN to support green lifestyles, which has involved the community of around 11 million Donna Moderna users, whose extraordinary commitment has made it possible to overtake the initial target of 50 tonnes of CO₂ and, in less than a month, to quadruple savings with over 70,000 sustainable actions.

In turn, Donna Moderna is making a concrete contribution to the protection of the planet, by creating, in collaboration with Green Island/Alveari Urbani, Italy’s largest urban apiary in the city park of Cascina Merlata with UpTown Milan and in the City of Milan’s San Faustino Garden.

The initiative foresees the installation of 17 new hives for over 1 million bees, capable of pollinating 3 billion flowers every day.

The last stage of this project will be the introduction of the last bee family into the hives of Cascina Merlata on the occasion of Earth Day, from 10.30 to 11.30.

With this project, which aims to re-introduce bees into urban contexts, Donna Moderna and its partners are committed to the protection of a species that is increasingly at risk and fundamental both for the protection of biodiversity and, through pollination, for our food security.

An initiative not only in the interest of sustainability and the environment, but also of craftsmanship, creativity and design: in fact, all of the hives have been designed by international artists, hand-painted by local artisans and in eco- design with reused materials.

On 22 April, on the occasion of Earth Day, Donna Moderna will talk about the project with live coverage on its social channels and on Rai Play, part of the multimedia marathon dedicated to World Earth Day, for which it is a Media Partner.

THE BALCONY FLOWER CONTEST
The commitment to biodiversity continues with the social-media based contest “Balconi Fioriti”, launched on Donna Moderna’s Instagram profile and by UpTown Milano, which invites readers to plant a flower on their balconies, thus creating real oases for pollinators, and to share photos or videos with the whole community.

#BEEGREEN HONEY DAY
But the initiatives do not end here: Donna Moderna has also invited its readers to participate, at the end of September, on the occasion of Green Week, the week of sustainability, in #BeeGreen Honey Day which will celebrate the harvesting of the honey produced by the bees.

Thanks go to the Main Partner “Acqua nelle nostre mani”, the project promoted by Finish for the protection and safeguarding of water, which has accompanied Donna Moderna in this initiative which aims to promote greater awareness of the environment and its resources.

Technical and institutional Partners of the project: AWorld, Green Island/Alveari Urbani, Earth Day Italia, Green Media Lab, UpTown Milano

Source: Nielsen Media Impact Data Fusion December 2020

Icon, the Mondadori Group’s male fashion and lifestyle brand, is celebrating its 10^th anniversary with a special issue of the magazine: 10 covers dedicated to leading figures from fashion, cinema, music and, for the first time volta, philosophy, to look together towards the future.

THE ANNIVERSARY ISSUE – DESTINATION: THE FUTURE

A collectors’ issue, a collection of stories, interviews and spectacular productions with contributions from some of the big names in photography who have accompanied the magazine in its journey.

The philosopher Byung-chul Han, the singer Mahmood, the pianist Jan Lisiecki, actors Casey Affleck, Alessio Lapice, Tahar Rahim, the dancer Sergei Polunin are the faces chosen by Icon as the symbols of a manifesto of the new contemporaneity A tribute to the future of Icon. A reinterpretation of icons in crossover areas in order to find new perspectives, while treasuring the legacy of the past. Talents from heterogeneous backgrounds, who demonstrate the capacity of the magazine edited by Andrea Tenerani to act as a catalyst for different worlds, using fashion as a lens to describe society.

“Over these 10 years Icon has talked about the evolution of fashion and its interpreters and been a spokesperson for new languages and an amplifier of styles and trends. With this issue we don’t just want to pay homage to the past, but to celebrate the future, in an attempt to map out a destination to examine together with our community of readers, through the international gaze provided by our team of photographers, journalists and stylists, expanding our point also to other industries and borders,” explained Andrea Tenerani, editor of Icon.

At the heart of Icon, on newsstands from 15 April, there is not just fashion and image, but also current affairs, in a global world in constant evolution. In the new issue, Destination: Future presents interviews and essays that focus on the changes taking place in culture and society: technological innovation, the environmental issue, inclusion, sustainability, mobility, major social issues, the commitment of the new generations, to offer readers a point of view on the new frontiers of the world of fashion, art and design and to understand the crucial challenges of the coming decade.

The April issue also features the special Iconology, a gallery of the history of Icon with the images and representations produced by the brand over the last 10 years, which will also be live on the new website.

FUTURE WEB

In conjunction with the publication of the Anniversary Issue, Icon will also extend its offer on the website www.iconmagazine.it which has been completely redesigned to further enhance the quality of photos and videos in new sections dedicated to People, Fashion, Cult, Beauty, Design, Eat & Drink, Where to go, Wheels, ICTV, Fashion Shows with previews, news and insights.

The 10-year story of Icon will continue on the brand’s social media profiles, with special content and initiatives throughout the month.

Launched in April 2011, for a decade Icon has been describing the fashion, customs, passions and lifestyles of the contemporary man – from beauty to beverages, travel and cars – plus the icons that represent him. A successful formula that has always counted among its strengths a very high attention to image quality and to Made in Italy, a reference point for the public and operators in the high-end fashion industry, which has also taken the brand abroad, to Spain, as a male supplement to the newspaper El País, and to Australia.

The trend in advertising sales, managed by Mediamond, is also positive: the Anniversary Issue obtained 100 advertising pages out of a total foliation of 352, contributing to the excellent result of Icon’s print and digital platform which to date has recorded an increase in revenues of 10% compared with last year.

The launch is accompanied by a advertising campaign planned on print, radio, web, social media and the DOOH – Digital Out of Home circuit.

Arnoldo Mondadori Editore S.p.A. announces that the lists for the appointments to the Board of Directors and to the Board of Statutory Auditors filed by the shareholder Fininvest S.p.A., holding no. 139,355,950 shares equal to 53.299% of the share capital and 69.853% of the voting rights, and by a grouping of shareholders formed of asset management companies and institutional investors, holding a total of no. 9,856,881 shares, equal to 3.769% of the share capital, accompanied by the documentation pursuant to CONSOB regulation no. 11971/1999 and to the Bylaws, are available at the registered office, at the authorized storage mechanism 1Info (www.1info.it), and on the website www.gruppomondadori.it (Governance section).

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

Candidates to the Board of Directors

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

• List submitted by a grouping of shareholders formed of asset management companies and institutional investors:

(*) Candidates declaring their eligibility as independent director

Candidates to the Board of Statutory Auditors

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

• List submitted by a grouping of shareholders formed of asset management companies and institutional investors:

The Ordinary Shareholders’ Meeting for the appointments to the Board of Directors and to the Board of Statutory Auditors is convened on Tuesday 27 April 2021 (on April 28 in second call, if necessary).

Notice is additionally given that the proposed resolutions put forward by the shareholder Fininvest S.p.A. on the number of members of the Board of Directors, its term in office and fees due, as well as the fees due to the Board of Statutory Auditors, are also available at the registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section).

Tomorrow sees the start of “La Casa dei Sogni” (Dream Homes), the first digital festival dedicated to homes developed by CasaFacile, the magazine edited by Francesca Magni.

A month of initiatives that will continue until May 7 on the Instagram and Facebook channels, discussing our dreams for our homes and to enable the community of the Mondadori Group brand – which today has 1.1 million followers, up 56% compared with March 2020 – to discover how it is possible to improve our quality of life by redesigning the spaces in which we live.

“Today we live in two worlds: the real one, made up of concrete things, in which we exercise all five of our senses, and the virtual one where the senses we use are sight and hearing, but the things that happen are just as real, such as the choices of what to buy that we can make through the web and social networks. From this awareness CasaFacile has created this Festival to accompany readers in the construction and design of their own Dream Home. With original and accessible ideas and solutions, we want to tell our community that a Dream Home could easier to achieve than you think and sometimes all you need to do is break a habit,” said Francesca Magni, editor of CasaFacile.

The “La Casa dei Sogni” Festival will feature completely new and dynamic video formats, which will inform the community about solutions, projects and quality products selected by CasaFacile and curated by the team of bloggers, interior designers and architects that collaborates with the magazine.
A range of appointments: from Beautiful & Possible ways to furnish all sorts of spaces with systems that are transformed according to different needs during the day and Styling Competitions. And also School of Style to learn how to use, position and combine a product, as well as dream designs for the home and outdoors.

The La Casa dei Sogni story continues also in the magazine. Greener, brighter, more colourful, more relaxing, more functional and with a super kitchen: these are the six dreams that will be realised in six designs, forming the heart of the special issue of CasaFacile on newsstands this month. A journey around six ideas with lots of practical suggestions, columns and tricks to give shape to new desires and styles of living. The pages of the magazine will also feature buying guides and many accessible ideas and solutions to copy for our homes.

All the content of the Festival and the magazine’s insights will also be available in a dedicated section on the CasaFacile.it website.

A cross-media storytelling developed across all the brand’s channels thanks to a range of content and initiatives with which CasaFacile responds to the ever-evolving needs of its readers, reaching a total audience (magazine and website) of 979,000 users every month.

CasaFacile confirms its role as the player of reference in the consumer interiors sector in 2021. Thanks to the “La Casa dei Sogni” project, the brand has consolidated the very positive advertising trend of the first quarter with +42% in terms of space sold in April, bringing the cumulative growth in the first four months of the year to +15% compared with 2020, and marking clear increase in market share in its segment (+3%).

Sources:
Shareablee different Pinterest profiles – March 2021
Nielsen Fusion Data – October 2020

Arnoldo Mondadori Editore S.p.A. hereby informs that the following documents for the Annual General Meeting, to be held on Tuesday 27 April 2021 in first call and, if required, in second call on Wednesday 28 April 2021, are available at the registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

• The 2020 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2020, the Directors’ Report on Operations (including the non-financial statement), the certifications pursuant to art. 154 bis, par. 5, of Legislative Decree no. 58/1998 of Arnoldo Mondadori Editore S.p.A., the Independent Auditors’ reports and the Board of Statutory Auditors’ report;
• 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 2020 Report on Corporate Governance and Ownership Structure.

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