price sensitive

Disclosure on the purchase of treasury shares from 1 to 5 June 2020

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 1 to 5 June 2020, of no. 465,000 ordinary shares (equal to 0.178% of the share capital) at an average unit price of Euro 1.0856 for a total amount of Euro 504,789.99.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 22 April 2020 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383

DATEQUANTITYAVERAGE PRICE (€)AMOUNT (€)
01/06/2095,0001.046799,436.50
02/06/2060,5581.036262,750.20
03/06/20106,5811.0458111,462.41
04/06/20127,0641.1168141,905.08
05/06/2075,7971.177389,235.81

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 1,753,326 treasury shares, equal to 0.671% of the share capital and to 0.437% of the total amount of voting rights.

Purchases in detail in the complete pdf.

Launch of buyback plan to service the 2020-2022, 2019-2021 and 2018-2020 performance share plans

Arnoldo Mondadori Editore S.p.A. announces the launch today of a treasury share buyback plan under Article 5 of Regulation (EU) no. 596/2014, in execution of the resolution adopted by the Ordinary Shareholders’ Meeting held on 22 April 2020, authorizing:

  • the purchase and disposal of treasury shares for a maximum amount of up to 0.21% of the share capital, which is intended to provide the Company with the no. 543,232 shares required over the three-year period to meet the obligations under the 2020-2022 Performance Share Plan approved by the same Shareholders’ Meeting;
  • the continuation of the buyback plan for the purchase of the treasury shares required to service the 2018-2020 Performance Share Plan and the 2019-2021 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 treasury share buyback plan are shown below.

  • Purpose of the plan

The purpose of the plan is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the 2020-2022 Performance Share Plan approved by the Shareholders’ Meeting held on 22 April 2020, the 2019-2021 Performance Share Plan and the 2018-2020 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 definition of volumes and unit purchase prices will be made in accordance with the conditions set out in Article 3 of Delegated Regulation (EU) 2016/1052; specifically, no shares will 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.

  • Maximum number of shares to purchase

Purchases will regard a maximum of 550,000 ordinary shares (equal to 0.2104%) for the 2020-2022 Performance Share Plan, the 2019-2021 Performance Share Plan and the 2018-2020 Performance Share Plan, in the manners and within the limits set out in the relevant Regulations.

The maximum total amount of shares under the plan is therefore within the limits of law, taking account of the treasury shares already held by the Company.

To date, Arnoldo Mondadori Editore S.p.A. holds no. 1,288,326 treasury shares, equal to 0.4927% of the share capital.

  • Duration of the plan

The current authorization runs until the Shareholders’ Meeting called to approve the financial statements for the year ending 31.12.2020 and is renewable prior to the Shareholders’ authorization.

  • Buyback procedures

The treasury share buyback plan will be coordinated by an authorized intermediary who will make the purchases independently, with no influence from Arnoldo Mondadori Editore S.p.A. as far as the time of purchase is concerned.
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 22 April 2020, in the terms previously disclosed to the market and in accordance with applicable law. Daily purchase volumes will not exceed 25% of the daily average volume of Arnoldo Mondadori Editore S.p.A. shares traded over the 20 trading days before the dates of purchase.

Any subsequent changes to the above buyback plan will be promptly disclosed to the public by the Company in the manners and within the time limits of applicable law.

The transactions made will be disclosed to the market in the manners and within the time limits of applicable law.

 

BoD approves results at 31 March 2020

After the first two months of activity aligned with forecasts, March was affected by the COVID-19 health emergency, marking the performance in the first quarter of the year:

  • Revenue € 135.3 million: -18.9% versus € 166.8 million in first quarter 2019 (-17.1% on a like-for-like basis)
  • Adjusted EBITDA: € -3.1 million versus € 1.7 million in first quarter 2019
  • EBIT: € -14 million versus € -7.2 million in first quarter 2019
  • Result from continuing operations: € -19.1 million versus € -7.9 million in first quarter 2019, due also to the net impact of € 5.2 million from the adjustment to market value of the Reworld Media shares held
  • NFP before IFRS 16: € -96.9 million, improving by approximately 46% versus € -179.3 million in first quarter 2019; NFP IFRS 16: € -193.9 million

BUSINESS OUTLOOK

The uncertainty of the macroeconomic and sector scenarios does not allow, as things stand, for the development of a new and reliable guidance

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 2020 presented by CEO Ernesto Mauri.

HIGHLIGHTS OF FIRST QUARTER 2020
In 2020, after the first two months of activity aligned with Group forecasts, the performance in March was inevitably marked by the adverse effects of the health emergency brought by the spread of COVID-19.

Starting from the first ten days of March, in fact, the gradual and increasingly widespread application of restrictive measures to social and economic activities has significantly curtailed part of the activities in the businesses where the Group operates as a leader.

Specifically, as from 12 March, the application of government measures has led to the closure of the physical channel of bookstores across the Country, with immediate direct effects on the performance of the Group’s Retail business.

At the same time, Trade book sales have fallen sharply, limited as they are to the e-commerce channel alone (which in turn is restricted to the above products) and, to a much lesser extent, to the large retailers channel.

The emergency measures have concurrently led to the closure of museums, archaeological parks and bookstores across all Italian regions, with a resulting reduction in activities, therefore in revenue, of the Group companies operating in these areas.

Lastly, the Media[1] business too has recorded declines following closure of part of the newsstands in Italy and the decrease in advertising sales.

The Mondadori Group has set up and implemented a series of activities to mitigate the effects of the economic juncture, through actions to contain operating and personnel costs.

In order to reduce the impacts on the business areas, the Company has:

  • taken steps to contain and cut operating costs also by renegotiating contracts and reviewing rates;
  • promoted the use of outstanding holidays and the procedures for social safety nets;
  • resolved on the reduction of the variable remuneration of Group Management for 2020;
  • placed particular emphasis on the management of the Group’s working capital (with specific actions on customers and suppliers).

More specifically, for the different business activities:

  • in the Trade Area, the editorial programmes have been reshaped and rescheduled, with a plan to phase out “minor” titles;
  • in the Education Area, actions have been taken to curb or eliminate the costs related to the stoppage and canceling of museum and archaeological park activities;
  • in the Media Area, a strict policy has been adopted to reduce the production costs of the various titles;
  • in the Retail Area, during the lockdown period, a plan has been implemented to reduce overheads relating to the points of sale.

PERFORMANCE AT 31 MARCH 2020
In light of the extraordinary emergency situation that materialized in March, the Mondadori Group performed as follows in first quarter 2020:

  • consolidated revenue amounted to € 135.3 million, down by 18.9% versus € 166.8 million in the same period of 2019 (-17.1% on a like-for-like basis, net of the change in the scope of consolidation from the disposal of the five titles in December 2019). The downturn is attributable mainly to the effects of COVID-19;
  • adjusted EBITDA in the period under review amounted to € -3.1 million, down by € -4.8 million versus € 1.7 million in 1° quarter 2019. The decline is due mainly to the effects of COVID-19, obviously also considering the first positive effects of the actions taken;
  • EBITDA amounted to € -4.2 million, down versus € 1.1 million in the first quarter of the prior year;
  • EBIT amounted to € -14 million, down versus € -7.2 million at 31 March 2019, due to the dynamics of the above components and to higher amortization, depreciation and write-downs, which rose to € 9.8 million from € 8.4 million in 1° quarter 2019.
  • the consolidated result before tax amounted to € -23.8 million versus € -9.2 million in first quarter 2019;
  • the result from continuing operations amounted to € -19.1 million versus € -7.9 million in first quarter 2019, due to the net impact of € 5.2 million from the adjustment to market value of the Reworld Media shares held;
  • the Group’s net result amounted to € -19.1 million versus € -3.5 million in 1° quarter 2019 (which had also included the temporarily positive result of € 4.9 million from discontinued operations, in addition to the above net impact of € 5.2 million relating to Reworld Media shares);
  • the net financial position before IFRS 16 stood at € -96.9 million, improving sharply by approximately 46% versus € -179.3 million at 31 March 2019, as a result of the disposal of Mondadori France (€ 62.8 million) and of the cash generation from ordinary operations in the context of continuing operations in the last 12 months, equal to € 45.8 million versus € 48.5 million at 31 December 2019;
  • the IFRS 16 net financial position stood at € -193.9 million and includes the IFRS 16 impact of € -97 million.

The Group’s financial situation and medium-term prospects, despite the significant stress put on the entire global economic system in this specific historical juncture, allow it to maintain a positive attitude towards future developments, albeit in a partly and inevitably affected economic scenario for 2020.

At 31 March 2020, Group employees in the context of continuing operations totaled 1,942 units, down by 8% versus 2,111 units at March 2019 (excluding the employees of Mondadori France at 31 March 2019), as a result of the disposal of the five titles and efficiency gains in the individual business areas.

Update on COVID-19 measures
Since 23 February 2020, the Group has taken immediate action to implement all the preventive measures required to protect the health of its employees and associates, in accordance with the provisions of the Ministry of Health and in conjunction with the company health officer, and to reduce the impact of the health emergency on the performance of the business areas.
Additionally, the Group is constantly monitoring the situation and providing updates on developments, also in order to guarantee the entire company population real-time access to information that is essential for the safe performance of work activities.

For such reason, the Mondadori Group has:

  • set up a cross-functional Crisis Committee with workers’ representatives to indicate the urgent measures needed and coordinate actions taking account of the specific nature of each company area;
  • from the onset further encouraged smart working, enabling almost all workers to do so, with a physical presence only of staff tasked with monitoring the sites;
  • published and made available to the entire company population a Company Anti-Contagion Protocol, containing the principles and rules adopted and to adopt;
  • fitted itself with the necessary personal and corporate protective equipment, distributed sanitizers to the company population, and installed spray dispensers inside the premises;
  • arranged for workplace sanitation in coordination with the company health officer, the relevant authorities, the Safety Managers and the Workers’ Trade Union Representatives;
  • carried out training on how to behave in order to perform remote activities safely, through online workshops and webinars;
  • introduced new services for employees and associates, including a website that is permanently accessible with all the necessary information, a dedicated email address to submit specific questions and requests, and psychological counselling desks both online and within the company;
  • assessed the adequacy of the measures taken to comply with the principles of privacy

Disclosure on this activity has been provided to the corporate control bodies and Internal Committees, also in order to receive guidance on the strategies to adopt, both in the initial phase of the health emergency and in preparing the gradual return of workers to the sites.

BUSINESS OUTLOOK
Given the poor visibility of the possible range of scenarios produced by the effects of COVID-19, macroeconomic and sector estimates predict downturns in the Group’s relevant markets that are clearly unmeasurable at this time.
For this reason, as things stand, the elements that contribute to the development of forecasts for the year remain highly uncertain: in particular, how the pandemic evolves and how demand reacts amid the potential materialization of a severe recession.

This highly unstable backdrop does not allow for the development of a new and reliable guidance.

In order to alleviate the effects of the current economic juncture, the Group has implemented measures to reduce costs and select investments and has prepared for recovery, providing adequate safety standards consistent with regulatory guidance.

The Group has also started an analysis of the organization models and processes to make the most of the current experiences and use them to gain ongoing benefits in terms of efficiency of a number of adopted and planned solutions (e.g. digitization, computerization and smart working most of all).

PERFORMANCE OF BUSINESS AREAS

  • BOOKS

In Italy until February, the trade book market had decreased by -1.1% versus the same period of 2019; in March, the decline grew to -29.3%, reaching -9.6%[2] at the end of the first quarter.

This abnormal downturn in demand over the last month of the quarter is linked to the COVID-19 emergency and the related health measures, which led, among other things, to the total closure of independent bookstores and book chains from the second ten days of March.

Despite the sharp increase of the e-commerce channel, the only channel actually operating in the second half of March, sell-out figures obviously witnessed a slump.

Against this backdrop, the Mondadori Group retained its leadership position, with a total market share of 23.4% in the trade area and 4 titles appearing in the top ten bestselling books in terms of value in the first three months of the year: La misura del tempo by Gianrico Carofiglio (Einaudi); Le fantafiabe di Luì e Sofi by Me contro Te (Mondadori Electa); In cucina con voi! by Benedetta Rossi (Mondadori Electa); Una gran voglia di vivere by Fabio Volo (Mondadori).

In the first three months of 2020, the Area’s revenue amounted to € 58.2 million, down by 17.1% versus
€ 70.2 million in first quarter 2019. Specifically:

  • in the Trade Area, revenue amounted to € 39.1 million (€ 48.2 million in 2019), down by 19.1%, due to the abovementioned effects of the COVID-19 health emergency. The closure of the Bookstores and Chains channels in the second half of March made it clearly impossible to supply a significant part of the market (approximately 65% of the total). Despite the increases recorded in the e-commerce channel, the impact on revenue was heavy.

The Group set aside the planned launch of new titles, rescheduling them by pushing back the planned publications. The editorial programmes remain, however, basically confirmed, albeit with a different timing and the phase out of a number of minor titles.

  • in the Educational segment, marked in the first quarter by the seasonal nature of the school textbooks business (with most of revenue generated from June to October), revenue amounted to € 16.7 million on a like-for-like basis, down by -10.2% versus € 18.6 million in the same period of 2019. The downturn in revenue, amounted approximately to € 2 million, is due largely to the museum business, which was impacted by the adverse effects of the COVID-19 health emergency, with urgent measures that led to the gradual closure from the beginning of March of the museums, archaeological parks and bookstores in which Electa operates.

Revenue from the sale of ebooks and audiobooks increased by +26% versus the same period of 2019, accounting for almost 10% of total revenue for the period (6% in 2019). The audiobook component accounted for approximately 13% of total digital revenue, up from 7% in 2019.

These increases in revenue are attributable to the situation generated by COVID-19 and the previously mentioned constraints on the distribution and marketing of physical books.

In the first quarter of the year, adjusted EBITDA amounted to € -4.5 million versus € -0.2 million in 2019.

EBITDA amounted to € -5.2 million versus € -0.3 million in 2019.

In the period under review, the Area recorded an EBIT of € -8.3 million versus € -2.8 million in 2019.

  • RETAIL

In first quarter 2020, the book market (which accounts for over 80% of revenue[3] in the Retail Area) suffered, as mentioned, a decline (-9.6%[4]) versus the same period of the prior year, due to the COVID-19 emergency.

Specifically, the quarter was negatively impacted by the urgent measures to contain the COVID-19 contagion, which led to the closure of physical bookstores throughout the country from 12 March 2020.

Against this backdrop, the market share of Mondadori Retail stood at 10.9%, operating in the final part of the quarter through the online channel alone.

In the first three months of the year, revenue in the Retail Area amounted to € 31.1 million, down by 24.8% versus € 41.3 million in the same period of the prior year, due to the abovementioned government COVID-19 measures. Specifically, considering March alone, sales were -65.8% lower than in 2019; the online channel bucked the trend (+13.5%) and grew by approximately +130% in March.

In the first quarter of the year, adjusted EBITDA amounted to € -1.2 million versus € -0.5 million in the same period of 2019, due to the mentioned drop in revenue.

At 29 February, the business unit’s adjusted EBITDA improved by € +0.3 million versus the same period of the prior year, thanks to careful cost management and the deep organizational and process review implemented in the second half of 2019.

At the end of the quarter, EBITDA amounted to € -1.3 million (versus € -0.6 million in the first three months of 2019).

In the period under review, the Area recorded an EBIT of € -3.8 million (versus € -3.2 million in first quarter 2019).

In the first two months of 2020, the Group’s relevant markets, still unscathed by the COVID-19 emergency, showed the following trends[6]:

  • in terms of advertising, a growth in digital channels (+4.8%) and a decline in magazines (-12.2%);
  • in terms of circulation, a drop in magazines of -8.8%.

Against this backdrop, the Group retained its leadership position with a 23.3% market share in terms of value[7].

The market, especially advertising, inevitably suffered in March from the ripple effects of the COVID-19 health emergency.

In first quarter 2020, the Media Area recorded revenue of € 50.6 million, down by 19.6% versus
€ 63 million in 2019 (-14.8% net of the disposal of the five titles). In the first two months of the year, the drop in revenue in the Media Area on a like-for-like basis was in line with the guidance and the performance of the relevant market, amounting to approximately -10%.[8]

Specifically, in the period under review, the Area performed as follows:

  • circulation revenue was down by 23%, a performance affected both by the disposal of the five titles and by the COVID-19 impact; net of these discontinuities, the estimated decline was around -10%.
  • advertising revenue decreased by 24% in total and -20% on a like-for-like basis. Approximately 60% of the drop is attributable to COVID-19 and can be estimated at € 1.8 million, including the decline in revenue from proximity marketing solutions (AdKaora) virtually halted by the lockdown.

Digital revenue as a percentage of total advertising revenue was approximately 48% (up from 42% in 2019).

  • distribution activities and other revenue fell by 10% versus the prior year (-9.9% net of discontinuities in 2019).

The Mondadori Group retained its position as the leading multimedia publisher in Italy: on the web, with an 84% reach and approximately 33 million unique users in March[9]; in social media, with an aggregate fan base of 32 million[10]; in magazines, with 16 million readers per month.

Adjusted EBITDA amounted to € 2 million in the first quarter of the year, down slightly versus 1° quarter 2019 (€ 2.6 million), due to the effective measures to contain operating costs.

EBITDA amounted to € 1.8 million versus € 2.3 million in 2019.

In the period under review, the Area recorded an EBIT of € -0.1 million versus € 1 million.

NEW EXECUTIVE DIRECTOR CO-OPTED
The Board of Directors, which met today, resolved to co-opt Alessandro Franzosi as executive director, in view of the position to hold as Chief Financial Officer of the Mondadori Group as from 4 June, as announced on 23 March.

The new executive director was co-opted following the resignation of Oddone Pozzi from the role of director, effective as from 22 April.

Additionally, as from June 4, Alessandro Franzosi will concurrently hold the position of Financial Reporting Manager, pursuant to Article 24 of the Bylaws and Article 154 bis of Legislative Decree 568/1998. The appointment will be effective until expiry of the term of office of the Board of Directors or until a different resolution is passed.

Based on the information available to the Company, to date Alessandro Franzosi holds no shares of the Company.

His professional profile is available on the website www.gruppomondadori.it, Governance section.

The documentation relating to the presentation of the results at 31 March 2020, is made available through the authorized storage mechanism 1Info (www.1info.it) and in the Investors section of the Company’s website www.gruppomondadori.it.

The Interim Management Statement at 31 March 2020 will be made available on the authorized storage mechanism (www.1Info.it) and in the Investors section of the Company’s website www.gruppomondadori.it by today’s date.

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 22 April 2020 are available on the authorized storage mechanism (www.1info.it) and in the Governance section of the Company’s website www.gruppomondadori.it.

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

Annexes (in the complete pdf):

  • Consolidated balance sheet;
  • Consolidated income statement;
  • Group cash flow;
  • Glossary of terms and alternative performance measures used.

[1] As from 1 January 2020, the activities referring to Mondadori Group magazines and websites, as well as the equity investments in the Magazines Italy Area, were transferred to the wholly-owned subsidiary Mondadori Media S.p.A.

[2] GFK, March 2020 (figures in terms of market value). As a result of the COVID-19 health emergency and closure of the physical channel of Bookstores and Chains, GFK has temporarily suspended the presentation of sell-out figures by channel.  The relating breakdown is, therefore, unavailable at this time.

[3] Product revenue excluding Club revenue

[4]GFK (in terms of value)

[5] As from 1 January 2020, all the activities referring to Mondadori Group magazines and websites, as well as the investments in the Magazines Italy Area, were transferred to Mondadori Media S.p.A. (100% owned by Arnoldo Mondadori Editore S.p.A.).

[6]Nielsen, cumulative figures at February 2020

[7] Internal source: Press-di, figures at February 2020 (newsstands + subscriptions channel) in terms of value

[8] Management Reporting

[9] Comscore (March 2020)

[10] Storyclash (March 2020)

Fininvest: announcement of voting intention on the dividend for 2019 of Arnoldo Mondadori Editore S.p.A. in relation to the COVID-19 emergency

With regard to the proposal of the Board of Directors of Arnoldo Mondadori Editore (Ame) adopted on 17 March 2020 on the allocation of profit for 2019 and the distribution of dividends, having acknowledged the Ame Board of Directors’ assessment on its ability to generate cash flows and to support a balanced dividend policy, Fininvest takes note, however, of the current developments of the COVID-19 emergency and the continuing uncertainty on the slowdown that may impact on demand and the economic cycle, also as a result of the measures adopted in Italy and at international level to contain and restrict production activities.
While confirming its agreement with the reasons underlying the proposal, given the scenario that has materialized in the meantime, Fininvest believes that it is in Ame’s paramount interest at this moment to have all the operating and financial resources at disposal to counter the emergency. For a timely disclosure to the market, Fininvest accordingly announces that, at the Shareholders’ Meeting of Ame, called on 22 April, and for this reason alone, it will decide not to accept the original proposal of the Board of Directors on the distribution of the dividend, thus leaving it up to the subsequent assessment of the Board to call a Shareholders’ Meeting in the second half of 2020 to propose the possible distribution of reserves, should the economic scenario allow so as a result of greater visibility on the impact of the COVID-19 emergency.

 

Publication of 2019 Annual Report and additional documents for AGM

Arnoldo Mondadori Editore S.p.A. hereby informs that the following documents for the Annual General Meeting, to be held on 22 April 2020 in first call and, if required, in second call on Wednesday 20 May 2020, are available at the authorized storage mechanism 1info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

  • the 2019 Annual Report, comprising the draft financial statements, the consolidated financial statements for the year ended 31 December 2019, 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 2019 Report on Corporate Governance and Ownership Structure.

Mondadori Group: Oddone Pozzi resigns as CFO and financial reporting manager effective from 3 June

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

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

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

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

BoD approves results at 31 December 2019

Results[1] in line with the indications disclosed to the market at the beginning of the year (before IFRS 16)[2]:

  • Net revenue basically steady at € 884.9 million: -0.7% up on a like-for-like basis (+1%)
  • Adjusted EBITDA at € 94.5 million, up single digit: +4.9%
  • EBITDA up sharply at € 87 million: +12.2%
  • Net result from continuing operations at € 33.1 million, up strongly by +62%
  • NFP at € -55.4 million versus € -147.2 million in 2018: an improvement of € 91.8 million (-62%), as a result of ongoing cash generation
  • Debt/adjusted EBITDA ratio stands at 0.7x (1.6x in 2018)

Targets for continuing operations in 2020

  • Revenue down slightly (steady on a like-for-like basis)
  • Single-digit growth of adjusted EBITDA
  • Net result up, forecast in the range of € 35-38 million
  • Cash flow from ordinary operations forecast to improve at € 55 million

Dividend distribution proposal after eight years: € 0.06 per ordinary share

Granting of shares under the 2017-2019 performance share plan: disclosure pursuant to art. 84-bis, paragraph 5 of Consob Regulation no. 11971/1999

[1] In 2019, the “Result from discontinued operations” includes the net result recorded by Mondadori France in the current year, together with the recognition of the fair value adjustment of the discontinued group. This item also includes the financial expense held by the Parent Company, but attributable to Mondadori France and charged to the latter under the intercompany loan agreement (approximately € 1.6 million). The “Result from continuing operations” and the “Result from discontinued operations” therefore differ by this amount from the amounts of the statements attached to this Report (equal to € 1.1 million in 2019 and € -192.4 million in 2018), prepared in accordance with IFRS international accounting standards. To enable a like-for-like comparison, 2018 figures have been restated accordingly.

[2] As of 1 January 2019, the Group has adopted the new IFRS 16 – Leases. The new standard provides a new definition of lease (operating leases) and introduces a criterion based on the control (right of use) of an asset to distinguish leases from service contracts, the differences lying in: the identification of the asset, the right to replace the asset, the right to essentially receive all the financial benefits arising from the use of the asset, and the right to control the use of the asset underlying the contract. The standard introduces a single lessee accounting model, by which an asset under an operating lease is recognized in assets with an offsetting financial liability. P/L will no longer record lease payments as operating/general costs, rather the depreciation of the booked asset and the financial expense implicit in the lease payment. An exception to this accounting model are leases regarding low-value assets and those with a term of 12 months or less.

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the draft Parent Company and Group consolidated financial statements at 31 December 2019 presented by CEO Ernesto Mauri.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PERFORMANCE OF BUSINESS AREAS

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

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

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

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

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

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

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

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

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

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

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

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

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

The analysis by channel shows the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

IFRS 16 adjusted EBITDA amounted to € 11.3 million.

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

IFRS 16 EBITDA amounted to € 9.4 million.

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

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

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

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

SIGNIFICANT EVENTS AFTER YEAR-END

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

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

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

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

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

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

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

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

The total value is € 15.6 million.

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

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

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

  • Motivations

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

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

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

  • Maximum number of purchasable treasury shares

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

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

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

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

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

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

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

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

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

  • no shares shall be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out;
  • in terms of volumes, no more than 25% of the average daily trading volume of Arnoldo Mondadori Editore S.p.A. shares shall be purchased in the 20 trading days prior to the dates of purchase.

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

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

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

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

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

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

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

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

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

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

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

These targets are structured to include both shareholder remuneration indicators and management indicators functional to raising the share value, ensuring maximum alignment of Management remuneration and the creation of value for the Company.

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

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

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

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

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

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

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

Annexes (in the complete pdf):

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

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

Mondadori Group: corporate calendar 2020

Arnoldo Mondadori Editore S.p.A. today announced, as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A., the corporate events scheduled for 2020:

Tuesday 17 March 2020: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2019;

Thursday 14 May 2020: meeting of the Board of Directors for the approval of the Interim Management Statement at 31 March 2020;

Thursday 30 July 2020: meeting of the Board of Directors for the approval of the Half-Year Report at 30 June 2020;

Tuesday 10 November 2020: meeting of the Board of Directors for the approval of the Interim Management Statement at 30 September 2020.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2019 will be held on first calling on Wednesday 22 April 2020.

Presentations to the financial community of the results for the full year at 31 December 2019, the Half-Year Report at 30 June 2020 and the Interim Management Statements at 31 March and at 30 September 2020 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any changes will be promptly communicated to the market.

Mention should be made that Arnoldo Mondadori Editore S.p.A., as a company listed on the STAR segment of Borsa Italiana, will publish the Interim Management Statements at 31 March 2020 and at 30 September 2020 – pursuant to art. 2.2.3, par. 3, of the Borsa Italiana Regulations – within 45 days after the end of the first, third and fourth quarters of the year (with exemption from the publication of the interim report on the fourth quarter if the annual financial report, together with the other documents referred to in art. 154-ter, par. 1, of the Finance Consolidation Act, is made available within 90 days after year end). The Interim Management Statements will be made available, in accordance with current regulations, at the Company’s registered office, on the Company’s website www.gruppomondadori.it (Investors section), and through the authorized storage mechanism (www.1info.it), together with the relating press releases.

Disclosure on the purchase of treasury shares from 16 to 20 December 2019

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 16 to 20 December 2019, of no. 56,090 ordinary shares (equal to 0.021% of the share capital) at an average unit price of Euro 2.0663 for a total amount of Euro 115,897.83.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 17 April 2019 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

DATEQUANTITYAVERAGE PRICE (€)AMOUNT (€)
16/12/1911,0902.058122,824.33
17/12/1915,0002.070931,063.50
18/12/1915,0002.074331,114.50
19/12/1915,0002.059730,895.50

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 2,938,293 treasury shares, equal to 1.124% of the share capital and to 0.733% of the total amount of voting rights.

Purchases in detail in the complete pdf.

Disclosure on the purchase of treasury shares from 9 to 13 December 2019

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 9 to 13 December 2019, of no. 38,500 ordinary shares (equal to 0.015% of the share capital) at an average unit price of Euro 2.0562 for a total amount of Euro 79,164.79.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 17 April 2019 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

DATEQUANTITYAVERAGE PRICE (€)AMOUNT (€)
09/12/199,0002.071818,646.20
10/12/193,5002.06287,219.80
11/12/198,2362.065517,011.46
12/12/199,7642.048620,002.53
13/12/198,0002.035616,284.80

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 2,882,203 treasury shares, equal to 1.102% of the share capital and to 0.719% of the total amount of voting rights.

Purchases in detail in the complete pdf.