corporate

The Mondadori Group announces the conclusion today, through its subsidiary Mondadori Libri S.p.A., of the acquisition of a further 25% stake in A.L.I. S.r.l. – Agenzia Libraria International, a company operating in the distribution of books.
As a result of this operation, Mondadori Libri S.p.A. has now brought its stake in the company to 100%, from the former 75%.

The increase in the A.L.I. stake comes following the exercise of the call option set forth in the contract signed and announced on 11 May 2022, at the time of the acquisition of an initial 50% stake in the share capital, which envisaged the right, for Mondadori Libri, to acquire the remaining 50%. This is thanks to a deferred purchase commitment and a put & call agreement, each accounting for 25% of the A.L.I. S.r.l. capital; the former was implemented and disclosed in January 2023.

The provisional price, paid today in cash, is € 12.2 million, determined on the basis of the average 2023-2024 EBITDA as well as the positive net financial position (cash) of the scope covered by the transaction, which at 31 December 2024 amounted to € 27 million. This provisional price may be adjusted following the approval of the financial statements as at 31 December 2024.

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Interim Management Statement at 30 September 2024 presented by Chief Executive Officer Antonio Porro.

“During FY 2024, the improvement in our Group’s economic performance continued”, commented Antonio Porro, CEO and General Manager of the Mondadori Group. “The positive dynamic of revenue and Adjusted EBITDA and the relevant cash generation have allowed us to finance the acquisitions, increase remuneration of shareholders and confirm the objectives we set ourselves as targets for FY 2024. In fact, during the period, the development of our core business continued, also through acquisitions in books and digital”, Mr Porro concluded.

Performance at 30 September 2024

During the first nine months of 2024, consolidated revenue totalled € 705.8 million, showing growth of 3.8% compared with the previous year (€ 679.9 million in the same period of 2023). Net of the change in consolidation scope between the two periods under review, resulting from the consolidation of the companies Star Shop (from 1 February) and Chelsea Green Publishing (from 1 May), organic revenue growth was 1.1%.

Adjusted EBITDA was € 133.3 million, up 3.1% on the € 129.3 million recorded for the first nine months of 2023, mainly thanks to the Trade Books, Retail and Media areas.

The Group’s EBITDA came to € 134.2 million, compared with the € 131.5 million at 30 September 2023, showing, despite lesser non-recurring income linked to the net capital gain deriving from the sale of the Grazia and Icon in 2023, an improvement of approximately € 2.7 million due to the favourable dynamics of the operating components.

The Mondadori Group’s EBIT, positive for € 88.3 million, has shown, compared with the € 90.5 million for the first nine months of 2023, a slight downturn, of € 2.2 million, due to the greater amortisation/depreciation, of approximately € 5 million, recorded during the period under review, mainly deriving from:

• for € 2.3 million, larger investments made during the last 12 months;
• and for an amount of € 1.9 million, from the accounting effects of the Purchase Price Allocation (PPA) process relating to the M&A transactions completed during previous years.

Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired in the last 5 years, the period’s Adjusted EBIT would stand at € 93.8 million, up by approximately 1% compared with the € 92.6 million of the same period of the previous year.

The consolidated result before tax of the first nine months of 2024 was positive at € 82.4 million, a decline of about € 5 million compared with € 87.1 million at 30 September 2023. This reduction is the result of the dynamics already described, in addition to the lesser contribution, for approximately € 2.5 million, of the lesser earnings of associates which in 2023 benefited from non-recurring income (capital gains and fair value revaluation).

Financial expense grew by € 0.2 million in total as a result of greater imputed costs linked to the IFRS 16 debt (€ +0.6 million). The financial expense associated with the bank debt, on the other hand, declined insofar as the higher cost of debt was more than offset by lower average debt.

The Group’s net profit at 30 September 2024, after minority interests, was positive for € 59.3 million, down by approximately € 7 million compared with € 66.3 million in the first nine months of 2023, of which approximately € 5 million arising from the non-ordinary dynamics described previously and the remaining € 2 million resulting from a greater share of the profit attributable to minority interests (€ +1.3 million) and higher tax expense.

The tax component for the first nine months of FY 2024 are, in fact, negative for € 21.6 million compared with € -20.5 million at 30 September 2023: the 2023 result had, in fact, benefited from the recognition of non-taxable income or income subject to reduced taxation such as the capital gains arising from the sales of magazines and of the investment in SEE, as well as the contributions in the Media area.

Adjusted Net Profit, neutralised of the extraordinary components (including capital gains) and amortisation deriving from the purchase price allocation of the companies acquired, would be € 63.2 million, essentially stable compared with the € 62.8 million of the same period of the previous year.

Net Financial Position net of IFRS 16 at 30 September 2024 was € -150.9 million (net debt), essentially unchanged compared with the € -152.3 million at 30 September 2023; the significant cash generation of the business made it possible to finance the acquisitions of Star Shop and Chelsea Green Publishing and to increase remuneration of shareholders without increasing the Group’s financial exposure.

Net Financial Position gross of IFRS 16 at 30 September 2024 stood at € -229.7 million (net debt), up by approximately € 6 million from € -223.9 million at 30 September 2023, due to an IFRS 16 debt component of € -78.8 million, up by approximately € 7 million due to the renovation and development of the network of directly-managed book stores in the Retail area in addition to the acquisitions finalised in 2024 in the Trade Books area.

Cash flow from ordinary operations (i.e. after cash-out for financial expense and tax) in the twelve months prior to 30 September 2024 amounted to € 67.3 million.

At 30 September 2024, extraordinary cash flow of the twelve months previous was negative by approximately € 29 million, mainly due to cash-outs related to net balance of acquisitions and disposals for around € 15 million, restructuring costs for around € 6 million and the renovation of the Segrate headquarters for approximately € 4 million.

As a result, Free Cash Flow LTM at 30 September 2024 – positive for € 38.1 million – reflected the ongoing efficiency of the Group’s structures and confirmed its capacity to self-finance its inorganic growth policy.

Finally, during the period under review, the Mondadori Group recorded dividends for its shareholders for approximately € 31 million (of which 50% already distributed on 22 May 2024 and the remaining € 15.5 million assigned for payment on 20 November 2024).

Outlook for the year

In light of the results achieved in the first nine months of FY and the reference markets scenario, the Mondadori Group confirms the previously communicated guidance for the 2024 financial year.

Income Statement:

• low single-digit revenue growth;
• mid single-digit growth in the Adjusted EBITDA, with margins expected to remain stable at around 17%; this result is due to targeted pricing policies and a further reduction of paper and printing costs.

Financial data

In FY 2024, the Group confirms its significant cash generation capacity and therefore an estimated Ordinary Cash Flow of around € 70 million.

Performance of Business Areas

Trade Books Area

During the first nine months of the year, the book market showed essential stability (-0.5%[1] compared with the previous year).

In this context, the Mondadori Group’s publishing houses recorded a significantly better result than the reference scenario, with overall growth in the first nine months of 1.5% – even more significant in the third quarter alone (+3.6%) – thanks, in particular, to the excellent performance of sales of Italian fiction.
This performance has allowed the Mondadori Group to strengthen its national leadership with a market share of 28%.

As proof of the quality of the publishing plan and the depth and assortment of its catalogue, during the first nine months of the year, the Mondadori Group was able to place 4 titles in the top ten best-sellers list[2]. In addition, in July the Mondadori Group, through the Einaudi publishing house, won the 78th edition of the Strega Prize with “L’età fragile” by Donatella Di Pietrantonio.

During the first nine months of FY 2024, Trade Books area revenue came to € 281.9 million, showing growth of 7.5% (+0.7% like-for-like) compared with € 262.4 million for the same period of the previous year.

Adjusted EBITDA of the Trade Books area for the first nine months of 2024 came to € 42.2 million, showing margin growth of around 3% (€ 1.2 million), due to the improved profitability of the publishing houses, as a result in particular of the growth of digital revenue and lesser incidence of industrial costs (paper, first and foremost), which more than offset the decline in the margin recorded for museum activities.

Education Books Area

The Textbooks market (primary and secondary schools) reported a reduction of 1.5% in the total number of students (sharper in primary school), due to the demographic trend recorded in Italy.

In the first nine months of FY 2024, the Mondadori Group school textbook publishing houses achieved a market share (adoptions) of 31.8%, stable compared with the previous year and thereby confirming its leadership at national level. This result is due to growth in the secondary school segment (middle and upper schools) and a downturn in the primary school segment, characterised by greater volatility and lesser profitability.

In the first nine months of 2024, the area’s business recorded total revenue of € 213.9 million, slightly down (- 0.7%) versus € 215.5 million of the same period in 2023.

Adjusted EBITDA for the Education Books area came to € 73.8 million, in line with the € 73.9 million recorded in the same period of the previous year: the limitation of operating costs made it possible to offset greater logistics costs for € 1.9 million and the loss of margin deriving from the lesser revenue.

Retail Area

As already mentioned, the book market in Italy at end-September recorded a slight overall decline (-0.5%[3]) compared with the same period of 2023; growth of the physical channel (+1.1%); negative performance of the on-line channel (estimated at -3.3%).
In this context, the Retail area continued to outperform the market; Mondadori Retail’s market share in the Book product stood at 13.2%, an increase compared with 30 September 2023, driven by an excellent performance of both direct and franchise stores and good performance of the on-line channel.

Total revenues (book and non-book) amounted to € 143.8 million, an increase of € 10.4 million (+7.8%) compared with € 133.4 million compared to the same period of the previous year.
On an organic level (i.e. net of revenue from Star Shop, consolidated in this area as of 1 February 2024) the growth was 2.6%. The growth in revenue on an organic level would have been even more significant (+3.8%) without the impact of the temporary closures (due to renovation work) of the bookstores in Marcianise and Nola, which weighed on revenue for over € 1.6 million in the first nine months of the current financial year.

An analysis of sales by channel compared with the previous year reveals:

• further growth in revenue of direct bookstores (+5.3%);
• the continuous growth of franchisee bookstores (+3.1%);
• a slight decline in the on-line channel (-4%);
• the positive impact of revenue deriving from the management (direct and franchised) of Star Shop comic book stores and e-commerce website;
• the decline in revenues of Bookclub.

During the first nine months of the current year, the Retail area presented Adjusted EBITDA of €9.4 million (net of the Star Shop comic book stores margin impact), and highlighted significant growth, of 12.8%, compared with the first nine months of 2023 (€ +1.1 million). This result confirms progression and constant improvement in performance seen for several years now.
Adjusted EBITDA also suffered the negative impact (€ 0.6 million) of the specified restoration projects, without which Adjusted EBITDA growth would have been around 20% (€ +1.7 million) compared with the same period of the previous year.

Media Area

During the first eight months of FY 2024, the advertising market recorded an increase of 7.6% compared with the previous year; in this context, the digital segment grew by 5.5% while magazines declined by 1.4%[4]. The magazines circulation market declined by 6.7%[5] and add-on products recorded a reduction of 10.1%[6].

In the first nine months of FY 2024, revenue in the Media area amounted to € 106.4 million, and posted an increase of around 5% since the previous year, stemming from the strong growth in the Digital component, which continues to offset the structural downturn of the component linked to traditional activities. Specifically:

• the digital business (approximately 43% of the area’s total revenue) has shown growth in advertising revenue of 24.5%, resulting in particular from the positive performance of the MarTech segment and the excellent results of the social agency and Webboh;
• the traditional print business declined by 6.9%, mainly due to the structural drop in add-on sales and readership during the quarter under review.

Adjusted EBITDA for the Media area came to € 12.8 million in the first nine months of FY 2024, showing growth of approximately 25% compared with the previous year, mainly due to the digital business. The EBITDA margin recorded an increase of 2 percentage points, from 10.1% to 12%.

Consolidated financial highlights of third quarter 2024

The consolidated revenue of the third quarter of 2024 came to € 318.7 million, essentially stable compared with the same quarter of the previous year: like-for-like, the organic performance of revenue recorded a slight downturn of 2%.
Adjusted EBITDA was € 92.4 million, an increase of almost € 1 million on the € 91.1 million recorded for the third quarter of 2023.
The quarter’s EBITDA came to € 91.8 million (€ 91.1 million in Q3 2023), revealing that, despite the lesser non-recurring income, there had been an improvement of € 0.6 million that reflects the positive operating trend.
EBIT of € 75.6 million was reported, showing a slight reduction of € 0.9 million compared with the same period of the previous year. Despite the positive operating performance of all business areas that had led to an improvement in the profitability of the Group, the higher depreciation and amortisation recorded, in the amount of € 1.6 million, as a result of the growing investments and the PPA process, resulted in this downturn compared with the previous year.
Neutralising the extraordinary items and the amortisation deriving from the allocation of the price for the companies acquired in the last 5 years (PPA), Adjusted EBIT would stand at € 78.4 million, up by approximately € 0.5 million compared with the third quarter of 2023.

Start of share buyback program to service the 2024-2026, 2023-2025 and 2022-2024 performance share planstart of share buyback program to service the 2024-2026, 2023-2025 and 2022-2024 performance share plans

The Board of Directors approved the start of a share buyback program, under Article 5 of Regulation (EU) no. 596/2014, to be executed in accordance with the terms and conditions, already disclosed to the public, resolved by the Ordinary Shareholders’ Meeting of 24 April 2024 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. 1,018,196 shares required over the three-year period to meet the obligations under the 2024-2026 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 2022-2024 Performance Share Plan and the 2023-2025 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 plan

The sole purpose of the program is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the 2024-2026 Performance Share Plan, the 2023-2025 Performance Share Plan and the 2022-2024 Performance Share Plan.

• Maximum amount in cash allocated to the plan

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. 720,000 ordinary shares (equal to 0.275%) of the share capital, taking account of the treasury shares already held in the Company’s portfolio, to service the aforementioned Performance Share Plans, 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 24 April 2024, taking account also of the no. 548,471 treasury shares, equal to 0.209% of the share capital, already held by the Company to date.

• Duration of the plan

The buyback program runs from 21 November 2024. The conclusion of the program, in any case by the Shareholders’ Meeting convened to approve the financial statements at 31 December 2024, the date on which authorisation to purchase treasury shares resolved by the Shareholders’ Meeting of 24 April 2024 expires, will be disclosed to the market.
The buyback program may be renewed upon further authorization by the shareholders.

• Buyback procedures

The buyback program will be coordinated and executed by an authorized intermediary, who will make the purchases independently, with no influence from Arnoldo Mondadori Editore S.p.A. as regards the timing of the purchases.
Buybacks will be made pursuant to the combined provisions of Article 132 of Legislative Decree no. 58/1998 and of Article 5 of Regulation (EU) 596/2014, Article 144-bis of the Issuers’ Regulation, and the EU and national legislation on market abuse (including Delegated Regulation (EU) 2016/1052), in accordance with the resolutions of the above Shareholders’ Meeting of 24 April 2024.
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.mondadorigroup.com ( Governance section) and at the authorized storage mechanism 1Info (www.1Info.it).

Convening of the extraordinary shareholders meeting for the proposed supplementation of the company’s bylaws. notice of publication of documents

The Board of Directors has also convened the Extraordinary Shareholders Meeting for 18 December 2024 (19 December in the event of a second call) to resolve on a proposal to supplement the company’s bylaws. The supplement regards, in execution of the provisions introduced by art. 11 of Italian Law no. 21 of 5 March 2024 (the “Capital Markets Law”), the attribution to the Board of Directors of the faculty to determine that intervention and exercise of voting rights in shareholders’ meetings may also take place exclusively through the Company’s appointed representative in accordance with Article 135-undecies.1 of Italian Legislative Decree no. 58 of 24 February 1998.
The notice calling the shareholders’ meeting and the Directors’ Explanatory Report are available to the public, in accordance with articles 125 bis and 125 ter of Italian Legislative Decree no. 58 of 24 February 1998, on the Company’s website www.mondadorigroup.com (Governance/Shareholders’ meeting section) and on the authorised storage mechanism 1Info at www.1info.it. The Call notice is also published in extract form, on 14 November, in the newspaper “il Giornale”.

The Interim Management Statement at 30 September 2024 is made available by today through the authorised storage mechanism 1info (www.1info.it), on www.mondadorigroup.com (Investors section) and at the registered office.

The presentation of the results at 30 September 2024, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section).

A Q&A session will be held in conference call mode at 3.30 p.m. for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company.

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

Annexes (in the complete pdf): 

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

The Mondadori Group reports that Mondadori Libri S.p.A. has signed mutual put and call options over a 10% stake in the share capital of Adelphi with Josephine Calasso – holder of a total shareholding of 23.88%.
The put/call options will be exercisable as of May 2027 at an exercise price reflecting an equity value for 100% of Adelphi of € 50 million.

“I chose the Mondadori Group because I care about the future of Adelphi, because it has proved to be a straightforward and transparent interlocutor, and because I truly believe that its proximity can make a valuable contribution to the evolution and growth of our publishing house, thanks to its skills, proven management expertise, size and, above all, the open manner of interaction and appreciation it has always shown towards publishing houses”, commented Josephine Calasso.
“I trust that this decision will be appreciated by the other shareholders, also with a view to restoring balance to the ownership structure, and am certain it will help make my dream for an Adelphi led by Roberto Calasso’s heirs, come true, as it looks forward to a bright future, worthy of its history, which can be seen in the extraordinary catalogue, my father’s legacy”, concluded Josephine Calasso.

“The agreement defined stems from a recognition and appreciation by the Mondadori Group of the extraordinary unique value of Adelphi, one of Italy’s true cultural assets. It is, for us, therefore a great honour to have been offered the chance to be part of its ownership structure in the future: we do so with the aim, together with all the other shareholders, of supporting its natural evolution and with a view to creating further value”, declared Antonio Porro, Chief Executive Officer of the Mondadori Group. “All this while leveraging the fully shared vision, which sees the identity of the catalogue and the autonomy and independence of the publishing choices as the essential cornerstones in the development of a major, historic publishing house, in complete coherence with our philosophy whereby each publishing context is encouraged to preserve its identity and its own, specific characteristics”, Antonio Porro stressed. “Ultimately, we seek to make a contribution and share an inclusive path in due time with all those wishing to collaborate on the project for further enhancing the value of one of Italy’s most prestigious publishing houses”.

Arnoldo Mondadori Editore S.p.A. hereby informs that the Half-Year Financial Report at 30 June 2024, comprising the Independent Auditors’ report, is now available at the Company’s registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Investors section).

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Half-Year Report at 30 June 2024 presented by CEO Antonio Porro.

“The first half of 2024 ended with solid operating and financial performance, which allows us to confirm our forecasts for FY 2024. The growth recorded by the Trade Books and Retail business units was higher than that of the Book market, with a consequent increase in the market shares in the respective areas. We also continued to develop our core businesses, focusing in particular on consolidating the Mondadori Group’s leadership in book publishing, thanks to the finalisation of the acquisition of 51% of Star Shop and the conclusion of the acquisition of 100% of Chelsea Green Publishing, which strengthens our presence in the United States and the United Kingdom”, commented Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group. “During the period, the Group also launched the PLAI, the start-up accelerator with which we aim to play a leading role in the ecosystem of generative artificial intelligence in the publishing industry”, concluded Porro.

Performance at 30 June 2024

Net consolidated revenue in the first half of 2024 amounted to € 387.2 million and showed growth of 6.8% compared to € 362.4 million in the first half of 2023. Net of the change in consolidation scope between the two periods under review, resulting from the consolidation of the company Star Shop (from 1 February 2024) and of Chelsea Green Publishing (from 1 May 2024), organic revenue growth was 3.8%.

Adjusted EBITDA for the first half of 2024 was € 40.9 million, up 7% compared to € 38.2 million in the first half of 2023, mainly thanks to the Trade Books, Retail and Media areas.

EBITDA in the first half of 2024 amounted to € 42.4 million, compared to € 40.3 million in the first half of 2023, which had benefited from the net capital gain (€ 2.9 million) linked to the sale of the brands Grazia and Icon. The improvement shown of around € 2.1 million is attributable to the favourable trend in the operating components and the recognition in the current year, in the Media area, of the release of certain provisions for risk allocated to cover liabilities that did not ultimately arise.

The Mondadori Group’s EBIT for the first half of 2024 was positive for € 12.7 million, a slight decrease (€ -1.2 million) compared to the same period in 2023, caused by higher amortisation and depreciation recorded in the period in question, for approximately € 3 million.

Neutralising extraordinary items and the impact of the Purchase Price Allocation (PPA) process, the adjusted EBIT for the period was € 15.4 million, up by approximately 5% compared to € 14.7 million in the first half of the previous year.

Financial charges recorded an overall increase of € 0.2 million, despite a reduction in bank expenses, caused by higher IFRS 16 debt.

The consolidated result before tax in the first half of FY 2024 was positive for € 9.4 million, compared to € 12.3 million in the corresponding period of 2023. The decrease of approximately € 3 million is attributable to the above dynamics, as well as the lower contribution – approximately € 1.6 million – from the earnings of associates, which in the first half of 2023 had benefited from the fair value revaluation (€ 1.3 million) of the investment in the company A.L.I. and the net capital gain (€ 0.4 million) arising from the sale of the investment in SEE (publisher of il Giornale).

The Group’s net profit in the first half of 2024, after minority interests, was positive for € 7.1 million, down by approximately € 5 million compared to the € 12.2 million in the first half of 2023. This decrease is attributable for approximately € 3 million to the non-ordinary dynamics described previously and, for the remaining € 2 million, to a greater share of the profit attributable to minority interests (€ +0.7 million) and higher tax expense.

The tax component for the first half of 2024 amounted to € -1.4 million compared to € +0.1 million in the same period of 2023: the result from the first half of 2023 had benefited from the recognition of non-taxable income or income subject to reduced taxation such as the capital gains arising from the sales of magazines and of the investment in SEE, as well as the contributions in the Media area (in FY 2023 not subject to taxation).

The Adjusted Net Profit, having neutralised extraordinary items (including capital gains) and the impacts deriving from the PPA process, was € 9 million, approximately 6% higher than € 8.5 million in the first half of 2023.

Net Financial Position excluding IFRS 16 at 30 June 2024 was € -211.9 million (net debt), an improvement of approximately € 3 million compared to € -215.2 million in the first half of 2023, due to significant cash generation by the business and despite the recognition of about € 31 million in dividends – of which 50% has already been distributed – and the cash-out for the acquisitions of Star Shop and Chelsea Green Publishing.

Net Financial Position gross of IFRS 16 at 30 June 2024 stood at € -293.3 million (net debt), from € -285.5 million at 30 June 2023, due to an IFRS 16 debt component of € -81.4 million, up by approximately € 11 million due to the renovation and development of the network of directly-managed bookshops in the Retail area, as well as acquisitions (particularly with reference to the Star Shop comic shops) finalised in 2024.

Cash flow from ordinary operations (after cash-out for financial expense and tax) in the twelve months prior to 30 June 2024 amounted to approximately € 67 million and allows the Group to continue to strengthen its financial structure.

At 30 June 2024, extraordinary cash flow was negative by approximately € 28 million, mainly due to net cash-outs related to merger & acquisition activities (around € 15 million), restructuring costs (around € 6 million) and the renovation of the Segrate headquarters (approximately € 3 million).

Free Cash Flow LTM at 30 June 2024, positive for € 39 million, confirmed the ongoing efficiency of the Group’s structures and resulting capacity of the Group to finance its growth policy by external lines.

Outlook for the year

In light of the results achieved in the first six months, the outlook for 2024 remains confirmed.

Income Statement

• low single-digit revenue growth;
• mid single-digit growth in the Adjusted EBITDA, with margins expected to remain stable at around 17%, thanks to targeted pricing policies and the further reduction of paper and printing costs.

Financial data

In the financial year 2024, the Group is expected to confirm the significant cash generation capacity and therefore an Ordinary Cash Flow of around € 70 million, despite higher investments for approximately € 4 million allocated to the renovation and energy efficiency measures of a printing facility of the Group, including from a sustainable perspective.

Performance of Business Areas

Trade BOOKS Area

The first six months showed a substantially stable trend on the book market in terms of value compared to the previous year (-0.1%): following the drop in the first part of the year, attributable to the comparison with 2023 which had benefited from the publication of “Spare. Il minore” (Spare) (Mondadori), the second quarter of 2024 recorded 4.1% growth in terms of value.

In this context, the publishing houses of the Mondadori Group recorded, in the second quarter, growth of 7.6%, nearly twice as much as the reference market: thanks to this performance, the Group reported growth across the entire six months of 1% and strengthened its national leadership with a market share in June 2024 of 27.7% (27.4% in June 2023).

As proof of the quality of the publishing plan and its catalogue, during the first six months of the year, the Mondadori Group was able to place 6 titles in the classification of the top ten bestsellers. We also note that in July the Mondadori Group, through Einaudi, won the 78th edition of the Strega Prize with “L’età fragile” by Donatella Di Pietrantonio.

Revenue in the first half of 2024 in the Trade BOOKS area amounted to € 188.5 million, recording growth compared to the previous year of approximately 9% (+3.4% on a like-for-like basis).

Adjusted EBITDA in the first six months of FY 2024 stood at € 27.7 million, an increase of € 1.5 million (+5.6%) compared to the first six months of 2023, largely due to the improved profitability of the publishing houses, deriving in particular from higher digital revenues and lower industrial costs (primarily paper).

Education BOOKS Area

School textbook publishing experiences a typical seasonal performance that sees sales squeezed into the second half of the year following the adoption campaign: as a result, the relating market shares for 2024 are unavailable at this time.

In the first six months of 2024, the school textbooks business reported overall revenue of € 61.1 million (€ 57.9 million in the corresponding period of 2023), increasing by 5.7% due to the advance on supplies to top accounts.

Adjusted EBITDA in the Education BOOKS area in the first half of 2024 stood at € 1.9 million, down on the € 2.3 million recorded in the first half of 2023, mainly due to the advanced production of the new textbooks made available to the sales network to support their promotion.

RETAIL Area

The RETAIL area showed 2.3% growth in the sell-out of the Book product in the first half of 2024, outperforming the market; as a result, the market share of Mondadori Retail rose to 12.7% (+0.3% compared to 30 June 2023), driven by an excellent performance of the direct and franchised retail outlets and a good performance of the online channel.

The renovation and development of the network of direct bookshops continued, numbering 47 units at the end of June 2024. For the franchised stores the progressive focus on the Bookstore format continued – with medium-sized bookshops offering considerable turnover – as did and the opening of new shops and the refitting of existing ones.

In the first six months of the year, the RETAIL area recorded revenue for € 91.4 million, with an 8.9% increase (€ +7.5 million), which is 3.6% net of the revenue of the Star Shop comic shops, consolidated from 1 February 2024. The organic growth would have been 4.9%, without the negative effect of the temporary closure of the Bookstore in Marcianise (CE) – subject to renovations, but already reopened by mid-July – which accounted for over € 1 million in lost sales in the first half of the current year.

An analysis of sales by channel in the first six months of 2024 shows a further increase in revenue from directly managed bookstores (+6.6% compared to the same period in the previous year) and from franchised bookstores (+4% compared to the first half of 2023) and, at the same time, a substantial stability in the online channel.

The Book area, which is the Mondadori Group’s core business, was the main component of product revenue (more than 80% of the total), up comprehensively by 3.9% on the first half of 2023.

The RETAIL area posted a positive Adjusted EBITDA for € 5.3 million, + 25.5% compared to the first half of 2023.

MEDIA Area

The advertising market (excluding searches, social networks, classified and OTT) in the first five months of 2024 showed an increase of 4.5% compared to the previous year. The magazine circulation market dropped by 6% and the add-ons market by 12.3%.

In the first half of 2024, revenue in the MEDIA area amounted to € 72 million, and posted an increase of 5% since the previous year, stemming from the strong growth in the digital component, which, for the first time, more than offset the structural downturn of the component linked to traditional activities.

Digital activities, which account for approximately 43% of the area’s total revenue, showed a 26.5% growth in advertising revenues, resulting in particular from the positive performance of the MarTech segment and the excellent results of the agencies and Webboh, operations for which began at the start of 2023; the traditional print business declined by 7%, mainly due to the structural drop during the six months in add-on sales and readership, which nevertheless showed an improvement in the second quarter compared to the trend of the first quarter.

The Adjusted EBITDA for the MEDIA area in the first half of 2024 amounted to € 10.1 million and showed approximately 12% growth compared to the corresponding period in 2023 attributable to the segment of digital activities. The EBITDA margin for the area rose from 13.1% to 14.1%.

The presentation of the results at 30 June 2024, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 4.00 pm for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company. 

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

Annexes (in the complete pdf): 

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

Changes in the reports were calculated on amounts expressed in Euro thousands

The Mondadori Group announces today that essential terms and conditions have been defined for the acquisition, by its subsidiary Mondadori Media, of 51% of the share capital of Waimea S.r.l., that holds all the intellectual property and economic exploitation rights pertaining to the image of Benedetta Rossi and Marco Gentili. Waimea is 97.9% owned by Benedetta Rossi and Marco Gentili (individually and through the company Maui Media) and 2.10% in equal amounts by Emiliano Messeni and Marco Iacobellis.

Benedetta Rossi is Italy’s best-known creator in the food & cooking sector. Her content creation activities range from the digital sphere – where she has a total social media fan base of over 17 million followers and 4 million unique monthly users of her website (Audiweb, May 2024) – to traditional media including, in particular, TV, where she has for many years starred in various programmes dedicated to cooking. Benedetta Rossi is also the most important cookbook author of recent years, with 9 books published with the Mondadori Group between 2016 and 2023, selling over 1.5 million copies in total.

As a result of this transaction, through the coordinated and synergistic management of activities linked to the Fatto in casa da Benedetta and GialloZafferano brands, the Mondadori Group intends to create the leading multimedia player in the food & cooking sector, both in digital and traditional media. The more than 87 million followers worldwide that Benedetta and GialloZafferano together will be able to reach will make them the world’s second most important social media operator in the food & cooking sector (internal processing of market data).

Antonio Porro, CEO of the Mondadori Group, commented: “Welcoming Benedetta Rossi and her brand into the perimeter of the Mondadori Group will allow us to achieve synergies on different levels: audience, content production and, more generally, know-how, particularly through a series of initiatives that will involve our different business areas. As a result of this acquisition, we are certain to become one of the leading global multimedia players in the food & cooking sector, an area of national pride”.

Benedetta Rossi commented: “We have been working with the publishing houses of the Mondadori Group for many years and have established a strong relationship of trust. Given Mondadori’s significant digital experience in the food sector, when with Marco we took the decision to strengthen our structure with a view to consolidating what we had achieved, and lay the foundations for a further development phase, it came naturally to think of the Mondadori Group as the best business and strategic partner”.

Future development will rest on the centrality of Benedetta Rossi as the person who can guarantee quality and reliability. The strategic partnership is also intended, through greater investment aimed at growing the company through which Benedetta currently operates, to broaden the media success already achieved in the food & cooking sector into new neighbouring sectors and towards new opportunities, even by diversifying the current business model.

The transaction involves the initial acquisition by Mondadori of 51% of the share capital of Waimea – whose revenues and EBITDA in 2023 amounted to € 4.5 million and € 2.7 million respectively – on terms that reflect an Enterprise Value (for 100% of the company) of € 13.5 million, on a cash&debt free basis. Consequently, the price, which will be paid in full in cash on the closing date, is € 6.9 million. The terms of the transaction also provide for a variable component (so-called earn-out) – to be defined on the basis of the results of the two-year period 2023-2024 and of the financial year 2026 – the value of which, also due a contractual “cap” mechanism, is expected to reach a total amount not exceeding € 3.2 million. Following the acquisition, the ownership structure of Waimea will see Mondadori Media holding 51% and Benedetta Rossi and Marco Gentili (through Maui Media) 49%.

The agreements signed also provide for put & call options on a further 19% stake in Waimea’s share capital (exercisable after the approval of the 2028 financial statements), the exercise terms/strike price of which are linked to Waimea’s performance (turnover and EBITDA) in 2028. Exercising these options would allow Mondadori Media to increase its stake in the company to 70%, while keeping Benedetta Rossi and Marco Gentili shareholders at 30%, consistent with the long-term strategic partnership established by the transaction.

Benedetta Rossi and Marco Gentili will remain directors with full autonomy in the management of the business. Advertising sales will continue to be managed by the advertising concessionaire Talks.
Finalisation of the offer documentation and closing of the transaction are expected to take place by the end of 2024 and will be promptly disclosed to the market.

Arnoldo Mondadori Editore S.p.A. informs that the updated Bylaws, following the resolutions adopted by the extraordinary shareholders meeting held on April 24, 2024, is available at the registered office, at the authorized storage mechanism 1info (www.1info.it) and on the website www.mondadorigroup.com (Governance section).

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 2024 presented by Chief Executive Officer Antonio Porro.

“I am very pleased with the economic and financial results achieved in the first quarter. Despite this being the seasonally less relevant period of the year, they allow us to confirm the outlook for the 2024 financial year. Furthermore, in the first few months of the current financial year our Group continued to develop its core businesses, focusing in particular on strengthening its presence in book publishing. We finalised the acquisition of 51% of Star Shop, a distribution and sales outlet management company operating in the comics segment, consolidated since 1st February, and, just a few weeks ago, we completed the acquisition of 100% of Chelsea Green Publishing, a publishing house focused on sustainability issues, which not only allows us to diversify our editorial portfolio, but marks a further step forward in our growth journey outside the Italian trade market, in the United States and the United Kingdom”, says Antonio Porro, Chief Executive Officer and General Manager of the Mondadori Group.

Consolidated revenues for Q1 2024 amounted to € 166.1 million, having grown by 3.8% on Q1 2023 (€ 160 million). Net of the change in consolidation scope between the two periods under review, resulting from the consolidation of Star Shop, organic revenue growth was 1.5%.

Adjusted EBITDA for Q1 2024 was € 4.8 million, up 9.3% on the € 4.4 million recorded for the same period of 2023, mainly thanks to the performance of the Trade BOOKS and RETAIL areas.

EBITDA for Q1 2024 came to € 5.7 million, compared to € 4.7 million as at 31 March 2023, showing an improvement of approximately € 1.1 million (+22.7%) due to the favourable dynamics of the management and extraordinary components.

The Mondadori Group’s EBIT for Q1 2024, negative by € 8.7 million, was € 0.5 million lower than the first three months of 2023 owing to the higher amortisation and depreciation recorded in the period, amounting to € 1.5 million, resulting both from the greater investments made in the last twelve months (€ +1 million, including € 0.25 million for the new flagship store project in Piazza Duomo) and from the accounting effects of the Purchase Price Allocation process (€ +0.5 million compared to Q1 2023) connected with the M&A transactions completed during 2023, particularly in the Trade BOOKS area.

Financial expense grew by 0.2 million in total as a result of greater charges linked to the IFRS 16 debt.

The consolidated result before tax for Q1 2024 is negative by € 10.2 million, down by approximately € 1.4 million from the € -8.8 million recorded on 31 March 2023, mainly due to a lower contribution (of approximately € 0.7 million) from the earnings of associates, which in the first quarter of 2023 benefited from a non-recurring component resulting from the fair value revaluation of the investment in the company A.L.I. of € 1.3 million.

The tax component for Q1 2024 is positive by € 4.1 million compared to € 3.6 million as at 31 March 2023 due to the lower pre-tax result.

The net profit attributable to the Group as at 31 March 2024 was negative by € 7.1 million, down compared to the net loss recorded in the first quarter of 2023 (€ -5.2 million) of approximately € 2 million, half of it deriving from the dynamics already mentioned and the remaining part linked to the greater share of the result pertaining to third parties (€ 1 million).

The Net Financial Position excluding IFRS 16 as of 31 March 2024 was € -133.3 million (net debt), an improvement of more than € 17 million compared to € -150.7 million in Q1 2023, due to significant cash generation by the business and despite the dividend distribution cash-out and the acquisition of Star Shop. The IFRS 16 Net Financial Position as of 31 March 2024 amounted to € -205.5 million (net debt), from € -220.8 million in 2023, due to an IFRS 16 debt component of € -72.3 million.

Cash flow from ordinary operations (after cash-out for financial expense and tax) in the twelve months prior to 31 March 2024 amounted to € 69 million and allows the Group to continue to strengthen its financial structure. Extraordinary cash flow was negative by € 19.2 million, mainly due to net cash-outs related to acquisitions and disposals of around € 10 million and restructuring costs of around € 5 million.

Consequently, LTM Free Cash Flow at 31 March 2024 was positive for € 49.8 million, confirming the Group’s capacity to finance its inorganic growth policy and shareholder remuneration policy.

PERFORMANCE OF BUSINESS AREAS

Trade BOOKS AREA

The first three months of 2024 saw a slight decline of 3.8% (in value) in the book market, resulting in particular from the trend in the months of January-February; in fact, the performance in March decidedly bucked the trend, showing an increase of 8.2% on the previous year.
In this context, the Mondadori Group’s publishing houses recorded a 4.7% drop compared to the first three months of 2023, which had however benefited from the publication of “Spare. Il minore” (Spare), the highly successful biography of Prince Harry published by Mondadori. Net of the revenue made from this book in 2023, Q1 2024 shows growth of 1.8% and therefore a significantly better performance than the reference market.

The Mondadori Group maintained its national leadership with a market share of 27.2% as of March 2024.

Revenue for Q1 2024 increased by 4.2%, 1.7% net of the consolidation of Star Shop: despite the first quarter of 2023 having benefited from the huge success of the publication of “Spare. Il minore” (Spare), the biography of Prince Harry published by Mondadori. This positive result is attributable in particular to the quality of the editorial plan implemented by the publishing houses and to several special initiatives, as well as to the growth in digital revenues.

The Adjusted EBITDA of the Trade BOOKS area for Q1 2024 stood at 14.8 million, having grown by approximately 12% (€ 1.6 million), largely due to the improved profitability of the publishing houses.

Education BOOKS AREA

School textbook publishing experiences a typical seasonal performance that sees sales squeezed in the second half of the year following the adoption campaign: as a result, the relating market shares for 2024 are unavailable at this time. For the same reasons, revenue achieved in the first three months typically represents less than 5% of the annual figure.

In the first quarter of 2024, the school textbooks business recorded an overall revenue of € 9.2 million, up 8.4% compared to Q1 2023 (€ 8.5 million) with a positive change attributable to the advance on supplies to top accounts, and therefore showing a performance that is not representative of the trend for the entire financial year.

Adjusted EBITDA in the first quarter of 2024 stood at € -13.8 million compared to € -11.7 million in the same period of 2023, as a result of the advanced production of the new textbooks made available to the sales network to support their promotion. Note that this result is not significant as it stems from the aforementioned seasonality of the business, with the costs of the operational structure and development of the textbooks marketed during the adoption campaign completed at the end of the month of May being recorded during the first quarter.

RETAIL AREA

As previously stated, there was a 3.8% decline (in value) in the book market in Italy in the first three months of 2024 compared to the same period of 2023. In this context there was a substantial stability of the physical channel (+0.4%) and a simultaneous negative trend in the online channel (estimated at -9.8%).
The Mondadori Group’s RETAIL area, however, recorded growth of 2.7% in Q1 2024, with a better performance compared to the market. Consequently, Mondadori Retail’s market share in the Book product stands at 12.5% (up 0.8% compared to 31 March 2023), driven by an excellent performance of direct and franchised stores.

In the first three months, revenue amounted to € 43.8 million, a 9% increase compared to the first quarter of 2023, also due to the consolidation of Star Shop’s retail activities. Organic growth amounted to 5.2%, driven by the Book product, sales of which increased by +4.9% (€ +1.6 million).
In the first three months, the RETAIL area presented an Adjusted EBITDA of € 2.3 million, highlighting growth of over 35% compared to the first quarter of 2023 (€ +0.6 million), attributable to the growth in revenues, in particular of the Book product, and the continued development and renewal of the direct store network.

MEDIA AREA

In the first two months of 2024, the advertising market (excluding search, social, classified and OTT) showed an increase of 4% compared to the previous year.
In Q1 2024, the MEDIA area recorded revenues of € 32 million, a slight decrease of 1% due to the effect of the traditional business, mainly resulting from the structural contraction of joint sales. Conversely, the digital business, which accounts for approximately 42% of the area’s revenues, show an overall growth in advertising revenues of 25% resulting in particular from the positive performance of the MarTech segment and the excellent results of the social agency activities launched in early 2023.

The Adjusted EBITDA of the MEDIA area in the first quarter of 2024 stood at € 3.2 million, having grown by approximately 11% compared to the previous year, owing to the performance of the digital business, the constant improvement in operational activities and the reduction in the cost of paper.

OUTLOOK FOR THE YEAR

In light of the results achieved in the first quarter and the reference markets scenario, the Group believes it can confirm the previously communicated guidance for the 2024 financial year.

Income Statement

• low single-digit revenue growth;
• mid single-digit growth in the Adjusted EBITDA, with margins expected to remain stable at around 17%, thanks to targeted pricing policies and the further reduction of paper and printing costs.

Financial data

In the financial year 2024, the Group is expected to confirm the significant cash generation capacity and therefore an Ordinary Cash Flow of around € 70 million.

2024-2026 PERFORMANCE SHARE PLAN: ASSIGNMENT OF RIGHTS

The Board of Directors, having heard the Remuneration Committee, resolved on the assignments to the beneficiaries of the rights relating to the 2024-2026 Performance Share Plan, established by resolution of the Shareholders’ Meeting of 24 April 2024. Information regarding the beneficiaries and the number of rights assigned are shown – by name, for the beneficiaries who are members of the Board of Directors, and in aggregate form for the other beneficiaries – in the table attached, prepared in compliance with Box 1, Schedule no. 7 of Annex 3A of the Issuer Regulation. The terms and conditions of the Plan are set out in the Directors’ Explanatory Report to the Shareholders’ Meeting of 24 April 2024 and in the Information Document prepared pursuant to Article 84-bis, paragraph 1 of the Issuers’ Regulation, available on the website www.gruppomondadori.it Governance section and on the storage mechanism www.1info.it to the contents of which reference should be made.

PUBLICATION OF THE MINUTES OF THE SHAREHOLDERS’ MEETING

Arnoldo Mondadori Editore S.p.A. informs that the minutes of the Ordinary and Extraordinary Shareholders’ Meeting held on 24 April 2024 are available on the authorised storage mechanism 1Info (www.1info.it), in the Governance section of the Company website www.mondadorigroup.com and at the Company’s registered office.

The Interim Management Statement at 31 March 2024 is made available by today through the authorised storage mechanism 1Info (www.1Info.it), on www.mondadorigroup.com (Investors section) and at the registered office.

The presentation of the results at 31 March 2024, approved today by the Board of Directors, is available on www.1info.it and on www.mondadorigroup.com (Investors section). A Q&A session will be held in conference call mode at 4.00 pm for the financial community, attended by the CEO of the Mondadori Group, Antonio Porro, and the CFO, Alessandro Franzosi. Journalists will be able to follow the meeting in listening mode only, by connecting to the following phone number +39.02.8020927 or via web at: https://hditalia.choruscall.com/?calltype=2&info=company.

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

Annexes (in the complete pdf):

1. Consolidated Statements of Financial Position
2. Consolidated Income Statement
3. Group cash flow
4. Glossary of terms and alternative performance measures used
5. Information pursuant to Schedule 7 of Annex 3a to CONSOB Regulation no. 11971/1999

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 2023.

The Parent Company’s income statement at 31 December 2023 shows the same net profit as in the consolidated financial statements of € 62.4 million (€ 52.1 million in 2022), due to the fact that the Company has chosen to use the equity method to measure its investments in the separate financial statements.

In accordance with the proposal put forward by the Board of Directors, which was the subject of a notice issued on 14 March, the Shareholders’ Meeting approved the distribution of a dividend 0.12 euros, gross of withholding taxes, per ordinary share outstanding at the following record dates (net of treasury shares).
The total dividend amounted to approximately € 31 million, up by 9% compared to the previous year: this amount corresponds to a pay-out of 50% of the net profit for 2023 and a dividend yield of almost 6% (as of 31 December 2023). The amount will be paid by drawing on the distributable portion of the extraordinary reserve (included in the equity item “Other reserves profit/loss carried forward”).

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

• unit amount of € 0.06 for each ordinary share (net of treasury shares) outstanding at the record date stated below, from 22 May 2024 (payment date), with ex-dividend date no. 23 on 20 May 2024 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 21 May 2024;
• unit amount of € 0.06 for each ordinary share (net of treasury shares) outstanding on the record date stated below, from 20 November 2024 (payment date), with ex-dividend date 24 on 18 November 2024 (ex date) and with the date of entitlement to payment of the dividend, pursuant to Article 83-terdecies of the TUF (record date), on 19 November 2024.

APPOINTMENT OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER

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 2026.

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. 15,660,100 shares, equal to 5.989% of the share capital.

The members of the new Board of Directors are:

• Marina Berlusconi (Chairman), Antonio Porro, Pier Silvio Berlusconi, Alessandro Franzosi, Danilo Pellegrino, Elena Biffi, Francesco Currò, Cristina Rossello, Paola Elisabetta Galbiati, Marina Rubini, Riccardo Perotta (from the majority list presented by the shareholder Fininvest S.p.A.);
• Pietro Bracco (from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 79.40% 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.

After the Shareholders’ Meeting, the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, appointed Antonio Porro as Chief Executive Officer and General Manager.

The Board of Directors then assessed and ascertained 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, Marina Rubini, Riccardo Perotta and Pietro Bracco.

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.

The Board also:

• approved the composition of the board committees, in accordance with the principles set by the Corporate Governance Code, as follows:
• Control, Risk and Sustainability Committee: Paola Elisabetta Galbiati (Chairman), Pietro Bracco and Cristina Rossello;
• Remuneration and Appointments Committee: Elena Biffi (Chairman), Paola Elisabetta Galbiati and Cristina Rossello;
• Related Party Committee: Riccardo Perotta (Chairman), Elena Biffi and Marina Rubini;
• appointed Paola Elisabetta Galbiati as Lead Independent Director;
• confirmed 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); 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 Board of Directors and the additional documentation required by current legislation are available on the website www.mondadorigroup.com, in the Governance section.

Based on the information available to the Company, to date, it appears that 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. 212,680 shares;
• Antonio Porro no. 248,439 shares.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

The Shareholders’ Meeting also appointed the Board of Statutory Auditors for the three-year period 2024-2026, consisting of the following:

• 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 Francesca Meneghel as Standing Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Annalisa Firmani and Emilio Gatto, as Alternate Auditors (drawn from the majority list submitted by the shareholder Fininvest S.p.A.);
• Mario Civetta, as Alternate Auditor (drawn from the minority list submitted by a grouping of shareholders formed of asset management companies and institutional investors).

The majority list received 79.40% 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 on the website www.mondadorigroup.com, in the Governance section.

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..

Based on the declarations made by the Chairman of the Board of Statutory Auditors and by Standing Auditors, and the information available to the Company, the Board also confirmed that the independence requirements set out in Article 148, third paragraph of the TUF and in the Corporate Governance Code were met by the members of the Board of Statutory Auditors.

Moreover, the Shareholders’ Meeting resolved on the following 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 of the previous authorization approved on 27 April 2023, the Shareholders’ Meeting renewed the authorization to purchase and dispose of treasury shares with the aim of ensuring continued applicability of the legal provision to any buyback plans and, consequently, of seizing any investment and operational opportunities involving treasury shares. Below are the main elements of the Board of Directors’ proposal, which are consistent with those of the expired authorization.
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 authorizations issued by the Shareholders’ Meeting:

• Motivations

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

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

• Duration

The authorization to purchase treasury shares runs from the date of any resolution approving the proposal by the Shareholders’ Meeting, until the Shareholders’ Meeting called to approve the financial statements at 31 December 2024 and, in any case, for a period no more than 18 months after that date.
The authorization to dispose of treasury shares is requested for an unlimited period, given the absence of time limits pursuant to current regulations and the opportunity to allow the Board of Directors to make use of the maximum flexibility, also in terms of time, to carry out any disposal of shares.

• Maximum number of purchasable treasury shares

The authorisation would allow the purchase, on one or more occasions and in one or more tranches, of a maximum number of ordinary shares with a nominal unitary value of € 0.26, which – considering the treasury shares already held by the Company and the shares that may possibly be acquired by subsidiaries – shall not exceed a total of 10% of the share capital.
Pursuant to article 2357(1) of the Italian Civil Code, the purchase transactions will be carried out within the limits of the distributable profits and available reserves resulting from the last regularly approved financial statements at the time of each potential purchase transaction. The authorisation would include the right to subsequently dispose of the treasury shares acquired, in whole or in part, on one or more occasions and even before having exhausted the maximum number of purchasable shares.

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

Purchases would be made in accordance with articles 132 of the TUF, 144-bis(1)(b) and d-ter) of the Issuers’ Regulation, and thus:
(i) on regulated markets or multilateral trading systems, according to the operating criteria established in the organisation and management regulations of the same markets, which do not allow the direct matching of purchase trading proposals with predetermined sales trading proposals, as well as in compliance with any other legislation in force, including European ones;
(ii) by the methods established by the market practices permitted by Consob, pursuant to the combined provisions of article 180(1)(c) of the TUF and article 13 of Regulation (EU) no. 596 of 16 April 2014 (“Permitted Market Practices”).
Additionally, share purchase transactions may also be carried out in the manner envisaged in Article 3 of EU Delegated Regulation no. 2016/1052 in order to benefit, if the conditions are met, from the exemption under Article 5, paragraph 1, of EU Regulation no. 596/2014 on market abuse with regard to inside information and market manipulation.
The disposal of treasury shares may be carried out, on one or more occasions and even before having terminated the maximum number of purchasable treasury shares, either by selling them on regulated markets or according to other trading methods in compliance with the law, including EU law force and with the Admitted Market Practices, if applicable. The authorisation proposal provides that purchases are made at a unit price, compliant with any regulatory requirements, including European ones, or permitted market practices in force at the time, where applicable, without prejudice to the fact that the minimum and maximum purchase price will be set at a unit price no lower than the official stock market price of the Mondadori stock on the day prior to the day on which the purchase transaction is carried out, decreased by 20%, and no higher than the official stock market price on the day before the day on which the purchase transaction will be carried out, increased by 10%. In any event – except for any different price and volume determinations resulting from the application of the conditions set forth in the Admitted Market Practices – such price shall be identified in accordance with the trading conditions set forth in Delegated Regulation (EU) no. 1052 of 8 March 2016 and, specifically:

• no shares may be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out; and
• in terms of volumes, daily purchase amounts will not exceed 25% of the daily average volume of Mondadori shares traded as recorded in the 20 trading days before the dates of purchase or in the month prior to the month of the disclosure required by Art. 2, paragraph 1, of Regulation (EU) no. 1052/2016;
• in terms of consideration, sales transactions or other acts of disposition of treasury shares shall be carried out:
• if executed in cash, at a price no lower than 10% of the reference price recorded on the MTA – Euronext Milan – organized and managed by Borsa Italiana S.p.A. in the trading session prior to each single transaction;
• if executed as part of any extraordinary transactions in accordance with financial terms to be determined by the Board of Directors on the basis of the nature and characteristics of the transaction, also taking account of the market performance of Mondadori shares;
• if executed to service the Performance Share Plans in compliance with the terms and conditions set out in the resolutions of the Shareholders’ Meeting that establish the Plans and the related regulations.

To date, Arnoldo Mondadori Editore S.p.A. holds a total of no. 1,277,802 treasury shares, equal to 0.488% of the share capital.
For further information on the proposed authorization for the purchase and disposal of treasury shares, reference should be made to the Directors’ Explanatory Report, published within the time limits and in the manner prescribed by applicable regulations.

• 2024-2026 Performance Share Plan

The Shareholders’ Meeting, 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, approved the establishment of a Performance Share Plan for the three-year period 2024-2026 intended for the 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 communicated to the market on 14 March 2024.
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.
For a detailed description of the 2024-2026 Performance Share Plan, the recipients and the characteristics of the aforesaid Plan, please refer to the Information Document approved by the Board of Directors pursuant to Article 84-bis of the Issuers’ Regulation and the explanatory report, both published within the legal terms through the authorised storage mechanism 1Info and on the Company’s website www.gruppomondadori.it in the Governance/Shareholders’ Meeting section.

• 2024 (MBO) short-term incentive plan

The Shareholders’ Meeting also resolved to adopt a Short-Term Incentive Plan (MBO) for the financial year 2024. The Plan, which is reserved for the same beneficiaries as the 2024-2026 Performance Share Plan, governs the determination, subject to the achievement of specific individual and Group performance objectives, of the annual Variable Remuneration (MBO) for the year 2024.
In particular, the Plan envisages a voluntary mechanism for the conversion into Mondadori shares of a percentage component equal to 15% or 30% of the Variable Remuneration itself, as well as the disbursement of an additional “bonus” component in shares, equal to the number of shares resulting from the conversion.
Any allocation of the total component in shares would take place at the end of a 24-month deferral period with respect to the MBO vesting date.
For a detailed description of the proposed resolution for the adoption of the MBO 2024 Short-Term Incentive Plan, the recipients and the characteristics of said Plan, please refer to the Information Document approved by the Board of Directors pursuant to Article 84-bis of the Issuers’ Regulation and the explanatory report, both published within the terms of the law on the Company’s website www.gruppomondadori.it in the Governance/Shareholders’ Meeting section and through the authorised storage mechanism 1Info.

• Renewal of powers granted to the Board of Directors pursuant to articles 2443 and 2420-ter of the Italian Civil Code

In an extraordinary session, the Board of Directors resolved to adopt the resolutions referred to in articles 2443 and 2420 ter of the Italian Civil Code, relating to the renewal of the Board’s powers to increase the share capital and issue convertible bonds.
Specifically, the Shareholders’ Meeting resolved on:

• the renewal of the proxies already granted to the Board of Directors by the Extraordinary Shareholders’ Meeting of 17 April 2019 and terminating due to expiry of the related five-year term, which, pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, grant the Board of Directors the power to increase the share capital, reserved as an option to those entitled thereto, by a maximum nominal amount of € 75,000,000 and to issue convertible bonds for a maximum nominal amount of € 250,000,000;
• the renewal of the proxy already granted to the Board of Directors by the Extraordinary Shareholders’ Meeting of 17 April 2019 and also terminating, granting the Board of Directors, for the same period of five years, the power to increase the share capital within the limit of 10% of the pre-existing share capital and in any case within the limit of a nominal amount of € 20,000,000, with the exclusion of option rights pursuant to Articles 2443 and 2441(4) of the Italian Civil Code.

The renewals are resolved under the same conditions of the terminating proxies unused by the Board and for a further period of five years corresponding to the maximum term allowed by the law. The renewal of proxies is motivated by the advisability of maintaining the general power of the Board of Directors to implement any capital transactions through faster and more streamlined procedures than the resolutions adopted by the Extraordinary Shareholders’ Meeting.

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

The Mondadori Group reports today that it has signed an agreement for the acquisition by the subsidiary Rizzoli International Publications Inc. of 100% of the share capital of Chelsea Green Publishing Company. Founded 40 years ago by Ian and Margo Baldwin, the publisher is based in Vermont (USA) and in the UK through its subsidiary Chelsea Green Publishing UK Ltd. Its editorial focus is sustainability – particularly green, health and wellness issues – and promoting cultural diversity.

The Mondadori Group already has a presence in the United States through its subsidiary Rizzoli International Publications Inc., a leading publisher of illustrated English-language books on Lifestyle and Interior Design, which has also owned the historic Rizzoli bookstore in New York for the past 60 years.

With the acquisition of Chelsea Green Publishing, the Mondadori Group is taking a further step on its international development journey in English-speaking markets, which recently began with the establishment of London-based Rizzoli UK.

“The strengthening of the Mondadori Group’s presence in the United States and the United Kingdom through the acquisition of Chelsea Green Publishing, and the launch of Rizzoli’s new UK branch, are further steps on our growth path outside the domestic trade market. I am therefore delighted to welcome Chelsea Green Publishing, with whom we share a vision of quality editorial content focused on issues related to sustainability and lifestyles that respect ecosystems and nature,” commented Mondadori Group CEO Antonio Porro.

Consideration for the transaction, which will be paid fully in cash on the closing date – expected by the end of the first half of 2024 – is set at $5 million (on a debt-and-cash free basis) and will be subject to adjustment according to the NFP on the date of completion of the acquisition. In the last approved financial statements (2022), the company reported consolidated revenues of USD 8.1 million and an operating income of USD 1.1 million.

As part of this acquisition, Margo Baldwin will assume the role of Publisher Emeritus of Chelsea Green Publishing, guaranteeing the publishing quality and continuity of the company with her extensive experience. Stefano Peccatori will assume the role of CEO and President, leading the international development and strategic integration, working with the Rizzoli International Publications Inc. and Chelsea Green Publishing teams.