Corporate

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period 13 – 17 January 2025, of no 52,247 ordinary shares (equal to 0.0199% of the share capital) at an average unit price of € 2.08535954 for a total amount of €108,953.78.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 24 April 2024, and as part of the purchase programme to service the Performance Share Plans underway, the start of which was approved by the Board of Directors on 13 November 2024 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014).

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

Arnoldo Mondadori Editore S.p.A. announces, as per Art. 2.6.2 of the Regulations of the Markets Organised and Managed by Borsa Italiana S.p.A., the corporate events scheduled for 2025:

• Wednesday 12 March 2025: meeting of the Board of Directors for the approval of the Annual Financial Report for the year for FY2024; 
• Wednesday 14 May 2025: meeting of the Board of Directors for Additional periodic financial reporting at 31 March 2025; 
• Tuesday 31 July 2025: meeting of the Board of Directors for the approval of the Half-Year Report at 30 June 2025; 
• Tuesday 13 November 2025: meeting of the Board of Directors for the approval of the Additional periodic financial reporting at 30 September 2025.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2024 will be held in first call on Wednesday 16 April 2025 (17 April in second call, if necessary).

Presentations to the financial community of the results for the full year at 31 December 2024, the Half-Year Report at 30 June 2025 and the Interim Management Statements at 31 March and at 30 September 2025 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 Euronext STAR Milan segment of Borsa Italiana, will publish the Additional periodic financial reporting at 31 March 2025 and at 30 September 2025 – pursuant to art. 2.2.3, paragraph 3, of the Regulations for markets organised and managed by Borsa Italiana S.p.A. – within 45 days after the end of the first and third quarters of the year (with exemption from the publication of the interim report on the fourth quarter as the Annual Financial Report 2024, together with the other documents referred to in art. 154-ter, paragraph 1, of the Consolidated Finance Law, is made available within 90 days after year end). The structure, information contained and procedures for the publication of the documents are unchanged from the Interim Management Statements previously published pursuant to former Article 154-ter, paragraph 5, of the Consolidated Finance Law.

POSSIBLE DIVIDEND PAYMENT 

Pursuant to the requirements of the Instructions to the Regulations for Markets Organized and Managed by Borsa Italiana S.p.A. (art. IA.2.1.3), Arnoldo Mondadori Editore S.p.A. announces that, in the event of distribution of the dividend for the 2024 financial year, the months of any coupon detachment and payment will be May 2025 (for a tranche equal to 50% of the overall dividend) and November 2025 (for a tranche equal to the further 50% of the overall dividend). It is specified that this communication is made for the sole purpose of complying with the above provisions of Borsa Italiana S.p.A. and does not assume any predictive value regarding the outcomes of the assessments and resolutions relating to the distribution of the dividend. These resolutions are delegated, on the dates indicated above, to the Board of Directors when approving the 2024 draft of the Annual Report and to the Shareholders’ Meeting.

Arnoldo Mondadori Editore S.p.A. announces that, as requested by the parties, the extract pursuant to Art. 129 and 131, par. 4 lett. b) and the essential information pursuant to Art. 130 of Consob Regulation no.11971/1999, related to relevant agreements, in accordance with Art. 122 of Italian Legislative Decree no. 58/1998, contained in the Shareholders’ Agreement signed on 13 January 2025 by Marina Elvira Berlusconi and Pier Silvio Berlusconi and regarding, among other things, Fininvest S.p.A. and Arnoldo Mondadori Editore S.p.A., have been made available to the public on the authorised storage mechanism 1Info (www.1info.it) and on the website www.mondadorigroup.com, Investors section (Investors/Share-capital-and-shareholders/Shareholders’-agreements).

The Shareholders’ Agreement also governs the immediate termination by mutual consent of the previous Shareholders’ Agreement signed by the same parties on 11 September 2023, the extract and essential information of which had been made available to the public on 15 September 2023.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period 6 – 10 January 2025, of no 52,500 ordinary shares (equal to 0.020% of the share capital) at an average unit price of € 2.0905341 for a total amount of €109,753.04.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 24 April 2024, and as part of the purchase programme to service the Performance Share Plans underway, the start of which was approved by the Board of Directors on 13 November 2024 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014).

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

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.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period from 30 December 2024 – 3 January 2025, of no 31,500 ordinary shares (equal to 0.012% of the share capital) at an average unit price of €2.105153 for a total amount of €66,312.34.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 24 April 2024, and as part of the purchase programme to service the Performance Share Plans underway, the start of which was approved by the Board of Directors on 13 November 2024 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014).

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

Below the Annex 3F on the purchases of Treasury Shares in December 2024 to service the Performance Share Plans.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period from 23-27 December 2024, of no 10,500 ordinary shares (equal to 0.004% of the share capital) at an average unit price of €2.11976 for a total amount of €22,257.48.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 24 April 2024, and as part of the purchase programme to service the Performance Share Plans underway, the start of which was approved by the Board of Directors on 13 November 2024 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014).

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

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the Euronext Milan regulated market, in the period from 16-20 December 2024, of no 52,500 ordinary shares (equal to 0.020% of the share capital) at an average unit price of €2.1553 for a total amount of €113,153.26.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting of 24 April 2024, and as part of the purchase programme to service the Performance Share Plans underway, the start of which was approved by the Board of Directors on 13 November 2024 (as per the disclosure made on the same date also pursuant to Article 144 bis of CONSOB Regulation 11971/99, and to Article 5 of EU Regulation 596/2014). 

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

The Mondadori Group has announced that Emilio Gatto, already a Substitute Statutory Auditor on the Board of Statutory Auditors of Arnoldo Mondadori Editore S.p.A., will assume the role of Standing Auditor of the Company. Gatto will take over from Ezio Simonelli, who resigned today as Standing Auditor.

Simonelli explained this decision in relation to his appointment, on 20 December 2024, as President of the Lega Nazionale Professionisti Serie A, which led him to renounce the positions held in companies related to the Fininvest Group, since the group owns Monza Calcio.

Emilio Gatto as Standing Auditor of Arnoldo Mondadori Editore S.p.A. complies with the Bylaws and the provisions set out by Article 148, subsection 1-bis of Italian Legislative Decree 58/1998 on gender balance in the composition of the Board of Statutory Auditors.

Gatto belongs to the same slate, submitted by the majority shareholder Fininvest S.p.A. to the Shareholders’ Meeting on 24 April, from which the resigning standing auditor had been taken.

As part of such slate, the curriculum of Emilio Gatto can be viewed at www.gruppomondadori.it, under the section Governance/Shareholders’ Meeting/Meeting archive 24 April 2024.

The Mondadori Group would like to thank Ezio Simonelli for his valuable contribution, expertise, and professionalism shown in his role as Standing Auditor.