Arnoldo Mondadori Editore S.p.A.

Arnoldo Mondadori Editore S.p.A.

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Q4 FY2025 · Earnings Call TranscriptMarch 19, 2026

Operator

We're about to begin, ladies and gentlemen. Good afternoon, this is the Chorus Call operator.

Welcome to the presentation of the FY 2025 results of the Mondadori Group. To get assistance, press *0 if you are on the telephone or press the icon down on the left of the screen if connected via web.

I give the floor to Nicoletta Pennati, Investor Relations. Please.

Good afternoon, everybody, and welcome to the presentation of the full-year 2025 results of the Mondadori Group. Thank you for being here at this usual meeting, although it is in a brand-new format.

We will begin with the presentation of the 2025 results, followed by an overview of the trends and targets that we expect for the current year. After that, we will open the Q&A question from analysts and investors first

Nicoletta Pinoia

here in the room, and then from the people connected via web. Then we'll give the floor to journalists.

Here with us we have the CFO, Mr. Franzosi, and Mr.

Porro. The floor to Mr.

Porro with the overview of the 2025 results.

Antonio Porro

Thank you, Nicoletta. I shall try to really speed up in order to give you more time.

I'd like to begin by making a general comment on the four pillars of the 2025 balance sheet, which was approved through our Board of Directors meeting. We continue the path that we have begun years back, an ongoing improvement of our economic results and outcome and therefore better assets.

Also dividends, since 2021, are one of the attraction element of our actions, continue to grow in terms of the value per share. What was approved by our Board of Directors takes into consideration a further increase of the dividend, which is being paid during 2026 for the results of 2025.

Then a sharp acceleration, many of you on the financial markets proved that was being appreciated in terms of the latest acquisition, which was being finalized in January 2026, and for another corporate transaction, that is the separation between the traditional media print, magazines, as we used to call them since the '60s, actually, until 10 years ago, this category was called magazines and we are now calling them print, and we have created a separate legal entity called Mondadori Digital, which is a vehicle incorporating all the branches of the business connected with printing contents. This is a vehicle through which we have finalized the acquisition and the portal, and which we are going to be used also for the future acquisitions, besides of course the possibility to give the minority shares in 2027, I believe, but we are going to have an ad hoc slide.

Now, in this slide we show you the last 4 years in terms of profitability trends, the EBITDA. You see the contribution of the fourth quarter, the last one, €29.5 million of EBITDA, which is definitely better, but the trend is really to be interpreted positively because this is a growth.

Of course the more you go higher, the more the possible or potential increase becomes marginal. In the fourth quarter we were close to 30 million of generated EBITDA and we exceeded €158 million adjusted EBITDA.

Here we have dividends of our policy. In particular, where approved by the General Meeting of the Shareholders, the Board of Directors has decided a proposal for a dividend of 15.4 cents per share, which means more than €40 million dividend paid both in May and November 2026, as it happened in 2025.

This payment has a payout ratio, which is 75%, with a 10% growth of the value vis-à-vis the previous year and a dividend yield on the 31st of December equal to 7.3%. Following, we have two slides, indeed summing up the terms of the transaction with the acquisition which we have achieved.

Alessandro, would you like to take the floor? Very quickly, given that this is something that we have already discussed some time ago, as Mr.

Porro said, we carried out two transactions to give value to our digital structure early this year. The digital that is present with Mondadori with the setting up of Mondadori Digital, an entity developed to the development of Mondadori in the digital industry, and the parallel acquisition by Mondadori, and the agreement say that in 2027 the stake that Mondadori has is going to go into Mondadori Digital.

Therefore this indeed is a vehicle through which Mondadori strengthens and consolidates its own foothold in the digital industry. Therefore the present shareholders and the founders of this portal will become also Mondadori Digital shareholders, the first opening up of the capital into the digital world by Mondadori to third parties, with the hope that this is going to be the first step of a further process of growth and possible valuation of all the digital business by Mondadori as a possible future involvement of other entities which in one way or another can give us financial resources so that we can become independent in terms of Mondadori digital world.

Of course, when I'm talking about strategic and financial vehicles, so that 100% Mondadori imposes us. The following slide here gives you a reference on the trend of the markets in which we are operating.

Let me actually make a general comment very quickly. When early in 2025 we informed you about the guidance and the targets by the Mondadori Group, we had a vision of the market overview in which we are working for 2025, which was definitely better than the final results, not really sharply so, but of course all our forecasts concerning 2025 starting from Trade books to Advertising, etc., used to have within our expectations a better trend than the final one.

I'm saying it to you because we are indeed twice as much proud of the results that we obtained in 2025 because we actually hit the targets that we had ruled out before in a market which was slightly more deteriorated than what we had expected. The snapshot tells you how Mondadori in actuality performed better than the market in all markets, also in the educational market, in spite of the numbers that you see here.

Trade—and I'm talking about the Italian market—had a reduced value of the whole pie in 2025 by 2.1 percentage points, and the publishing houses in the editorial Trade had a plus 0.2% growth. As to the retail channel, 98%, 97% are physical bookstores that are directly managed, such as the marvelous bookstore where we are here, or franchised bookstores, closed 2025 with a growth of their sales of 3 percentage points.

Trade books, indeed, all the physical channels that are compatible with our bookstore chains had a reduction of the value of the pie by just 0.6%. Education books indeed had apparently a worse result than the market.

The overall market of Education is estimated to have a -1%, and we, in terms of sales, had a -1.3%. In actuality, this decrease in terms of revenues has to be compared with a 2025 performance, which we probably have highlighted in this slide.

We have it on another slide, where the final results of books and whatever was new for the schools last year overperformed versus the market, both in the primary school segment and high school segment. This means that in 2025 we have made a short impact on the primary schools when it comes to adopting textbooks, but in the second and third year in the following classes we will have this particular impact.

Apparently there is a result which is slightly worse than the market, but the further performance and the revenues coming from the next 2 years are going to definitely be better. The following snapshot is the Trade market.

The snapshot of the first 9 months of the year has a -2% market. We have slightly less in the first 9 months, 1.8% less.

Then the turnaround in the fourth quarter, this was being anticipated. Our own program got stronger at the end of the year, in spite of the market in the fourth quarter was a little worse from -2% to -4%, we made a jump of growth of 4.5 percentage points and we closed the year with a positive result with the general market with a -2.1%.

I would skip

Nicoletta Pinoia

this trend because it's self-explanatory of the different literary genres. There are only two that are growing, and this is not just an Italian phenomenon, i.e., Children and Youth, Adults, and foreign fiction, especially foreign this year thanks to some important international authors' titles.

In general, all the others get weaker, i.e., Comics, Manuals, General Non-fiction in all Trade books market. On the right-hand side, you see the physical book performance.

If we sum the sale of books, paper books that lost 2%, the digital trend, i.e., e-books and audiobooks, the trend from a -2.1% goes to down to -1.6% all in all, including also the digital parts, audiobooks and e-books, because in fact e-books and audiobooks grew respectively by 13.3% and 2.4% respectively in 2025, creating a growth of by 5%. The performance was very good.

This is one of the best years when we close with three titles in the first five top books of the year and with five titles in the top eight. On the right-hand side, you see the red number, which is the most important one.

Now, this is our market share at the end of 2025. From 27.6% of market share of our companies at the end of 2024, we go up at the end of last year to 28.3%.

Here we have a picture that shows another sector where we always, thanks to Retail, thanks to Carmine Perna, who drives this business unit for Mondadori to outperform, is here in the second row. There's a significant outperformance vis-à-vis the market.

The market loses 2.4% in the last quarter, which is a deterioration versus initial trends. On a yearly basis, the loss is -2.1%, but two totally different trends between digital and physical channel.

The digital channel dropped by almost 5 percentage points, and obviously this reduction is due mainly to Amazon for books. It's a trend which follows along for three consecutive years.

According to our calculations, we're going to a pre-COVID market share, i.e., to 2019. This obviously because of the fact that via e-commerce, consumption drops, and not just for books, whilst consumption in physical stores are on the increase.

On the right-hand side, you see our performance: 3 percentage points more sales in our physical channels rather than losing 0.6%, and we drop by 25% on our small e-commerce because in the course of 2025 we've actually launched a new platform, which in the migration obviously made us lose a little bit of our customers. We are trying to recover them, and we're doing so at the beginning of 2026.

In terms of sales sale points, we have a growth that proceeds about bookshops directly managed by Mondadori. There were 54 points of sales at the end of 2024, and they have become 67 in 2025.

It's the year with the highest increase for one reason. At the end of November, 1st of December 2025, Mondadori has acquired a network of bookstores that were Mondadori's franchising.

We've bought most of them. We have the majority, total control, and so now these are bookstores that are directly managed, plus two new openings.

The increase here goes from 54 direct bookstores to 67 at the end of last year. You can read the rest of the performance levels, they're self-explanatory.

I think I've already also commented the market trend for educational books, nothing relevant. The value of the pie is stable.

Obviously, the demographic drop continues and will continue in the next few years. We have an average increase in price, which of somehow offsets the demographic drop.

Then we have the market share performance I was talking about earlier on, which is the most comforting piece of data, i.e., this has been the best year in terms of the last five. We move from 31.8% of market share—almost one student out of three studies with our books, books published by our publishers—and we go up, as I was saying, to 32.5% for the Mondadori Group.

Two messages: we are the publisher that grows the most in terms of market share, and we are the only ones who grew together with Zanichelli. Also the world leader of educational books, Sanoma, which bought a relevant part from Pearson, lost almost half, 0.5 percentage points in terms of market share.

Revenues. There's a small drop.

We lose something looking at the raw data of our revenues, but in fact our core business in terms of revenues in 2025 generated almost €13 million extra revenues. I talk about our core business referring to all our businesses except for Magazine, which is a business that's dropping where we are not following magazines that were losing money in the past, and we are making money now.

Every year we lose some copies being sold in kiosks, kiosks, some sold via subscriptions and others that are sold with joint sales. This in 2025 we lost €5 million in revenues out of the 17 print, plus one-off effects that are listed in 2025, which obviously will not be replicated, for €10.6 million, -€10.6 million.

The difference becomes €3.1 million less in revenues, basically more or less flat. All businesses except for Magazines increased their revenues by €13 million.

In the next slide, you see revenues by business units 2025 versus 2024. We have here Trade books, which lost €3.5 million in revenues, but in reality if we deduct one-off effects such as the last period of archaeology superintendence in Rome in the first months of 2024, our revenues for Trade books remain absolutely flat with those of the previous year.

Education books lost 1.3%, an effect that's not offset by the price of demographic drops. Obviously, we have to see the good adoption campaign, which will continue, which will give its results in 3 years' time.

Retail is the strongest BU that gives the strongest thrust. We increased our revenues by almost €5 million.

The same's true for the Media Digital business, which keeps having an interesting size also in terms of volume. Then the €5 million of what we lost in Media Print.

In terms of EBITDA, apparently we're stable, 158.2 rather than 157.6 of 2024, but in reality this difference is made by €5.3 million of extra EBITDA margin in the businesses in which we operate, which are partially halved, almost halved by the increase in labor cost due to increases by €2.3 million. If we look at ordinary business in 2025 from the point of view of EBITDA margin, there is an improvement by €3 million all in all, coming to an equivalent to 2024 of more than €160 million of EBITDA.

Then we have a series of one-off effects which will not—negative, which will not be reproposed in the future, -€4.1 million. Then

Antonio Porro

we've highlighted a €1.8 million extra contribution coming from Media Print grants. This is what has been given to support Media Print and distribution in kiosks to publishers of dailies and magazines as well.

The next slide shows you an overview of the adjusted EBITDA and how it modified itself in 2025 in the course of 2025. You see that there are ordinary plus €0.9 million EBITDA in Media Trade, with one-off Trade books for €3.6 million negative.

The net result, even though the ordinary EBITDA recurrent improves by 0.9, is negative, -2.7. Education books are stable, -€0.8 million of EBITDA less out of 64, if I remember correctly.

Retail improves by €3 million its performance, almost €1.5 million more also for Media Digital. Also thanks to the contribution of 2025, also Media Print, even though there are €5 million less in revenues, improved its EBITDA.

Then we have the usual corporate and intercompany effects, which in reality increased by €1.2 million. In terms of net result, the 2024-2025 comparison starts from €60.2 million in 2024 to reach €54 million of net profit at the end of fiscal year 2025.

We have to see an improvement of the adjusted EBITDA of ordinary business, plus €0.6 million; the usual non-recurring items, which are all negative this year, -€4.4 million; then 3.5 minus is higher amortization and depreciation in 2025 versus 2024; and then we have small things about impairment, 0.5; then investment and financial charges, -0.9; less taxes, +1.1; and more minorities, also thanks to the shares we have in minority stakes, further minority stakes acquisition, 1.4. The difference net of one-off, non-recurring items between 2024 and 2025 is much smaller because if we eliminate PPA, impairment, and non-recurring items, the difference of the adjusted net result between 2024 and 2025 is equal to about €2 million, from 68.8 to €66.5 million.

Here we see the trend of the last 4 years of the generated ordinary cash flow and of the multiple of the debt versus EBITDA, adjusted EBITDA. We have the version for IFRS 16 for net debt and adjusted EBITDA, and then we also have the multiple of the net debt on adjusted EBITDA, which is no IFRS 16.

Rather than remaining stable, in fact improved from 0.7 times to 0.5 times. Ale, maybe Alessandro, maybe you can say something about the cash flow.

Alessandro Franzosi

Yes, our cash generation allows us to continue the path of strengthening our assets and financial exposure of the group, in spite of the dividend policy, which is rather generous, and the effort of the organic growth through indeed the development went in terms of debts and cash flow during the 2025. We have closed 2024 with a financial actual debt of slightly less than 92 million plus in some 80 million of IFRS 16 connected to the rent in our venues where we work and sales outlets of Retail, of course.

When we have a direct management, we have an ordinary cash flow of 65 million.

Carmine Perna

We are in the range of 65 to 70, which is sustainable on a long-term basis in terms of generation of our group, in spite of the fact that in 2025 we have a couple of negative phenomenon which are external. Cash is actually absorbed by approximately 11 million.

This is the outcome of two phenomena which we cannot control. Antonio, Mr.

Porro has already mentioned it, which is the change in terms of distribution channels in the Trade segment, that is the reduction of the market share by e-commerce and Amazon in particular. Payment terms are more favorable vis-à-vis the physical channel.

Alessandro Franzosi

The other reason is connected with the fact that we had a seasonality of our editorial segment, which we talked about extensively in 2025, which was rather specific, which actually played a role in terms of cash generation. We had 2024 where our plan was very strong in the first 6 months, and this made it possible for cash-in of revenues in that particular 6 months were concentrated in the second half of the year.

2025 vice versa, from the point of view of our own plan, was completely opposite. That is a weaker plan in the first 6 months, and definitely stronger in the second 6 months of the year.

You remember when we presented the market data in comparison with the first, we had a plus 4.5%. This means that the revenues of the six 6 months in 2025 characterized the cash of the second semester, which was weaker vis-à-vis the previous year.

The strong revenues of the second semester of 2025 will be calculated in the first 6 months of the 2026, and we resented a little bit the trend in terms of the working capital. CAPEX were a little reduced vis-à-vis the previous year, but we're always in the order of 40 million.

The other external phenomenon which had a negative impact on cash generation at the ordinary level, taxes, which were approximately 3.5 million more than 2024, and therefore on the whole we had approximately 20 million to pay for. After that, when it comes to the extraordinary items, the things to be taken into consideration is 10 million for M&A.

This 10 million are related to the two acquisitions in 2025 which we were finalized in, which is MA, which is the chain Antonio already mentioned, and we have acquired 11 sales outlets franchised by our department and now we are managing them directly. The other one is the acquisition of another entity which we have financed through our own initiative in AI.

Several times in the past we told you how we launched this accelerator with an action to finance new ideas based upon the use of artificial intelligence that can be possibly implemented in the businesses by Mondadori. When these things actually turn out to be performing and good, we have a purchasing option in order to get directly into their capital either with a minority or majority share, 10 million M&A.

Plus, we have as a last and final element €36.5 million of dividends paid to our shareholders. Therefore, the picture of the financial backbone of the group at the end of the year is 85, €86 million of banking financial debts, plus less than 90 million of IFRS 16.

The position is practically the same as last year. Thank you, Alessandro.

Now, we just talk about what happened since January 1st to date. We just have good news apart from the war.

The first slide actually shows you the first 2.5 months, that is the first 11 weeks of the years in the book and Trade market and our publishers. January came after a negative quarter of more than 2 percentage points on the market, and so January still weak, slightly positive, plus 0.3.

Then in February we started to have a more robust growth, 4.4%. The first 2 weeks of March, growth gets up to the market in the first 2 weeks of March to 4.8%.

In a few minutes, we will have data of the 11th week, which is another crescendo, because in the 11th week the market grows by 8.9%. So 0.3, 4.4, 4.8, and the last one 8.9.

Let's see the publishers of our group. The first month, that is January, don't get frightened, this is actually an economic data, we have a -1.5%, but not because of what we are offering, but just because we are completing the migration of the whole logistics of the Mondadori Group.

I mentioned it several times over the past years, either because we used to have a few turbulences in terms of the quality of the service a few years back, or a slight worsening in the very backbone of our logistic costs to be paid to our provider. A year ago, we decided to change completely and turned upside down the whole logistic basis, that is our partners.

We chose to have no longer one single partner, but two, and to divide and split our business footprint onto two big logistic players. The first one already started for Educational at the beginning of January, that is Education and Retail, which is completing by the end of March the first migration on the new logistic operator.

The second one has been working over the past months in order for the almost complete number of distribution of the books. In January, we had a number of delays of the migration because it was a new logistic operator, we had to discontinue the launches of the new books which we moved to February.

This is the reason why we shifted from -1.5% in January of our publishers, month of February makes a plus 7%, and in the first 2 weeks of March is plus 2%. The 11th week is plus 3.9%.

We are between 2.5% and 3% of growth in the first 11 weeks. This is a good signal.

This is a signal of the impact that you have when you no longer have public resources when it comes to reading and start actually bring them back as we started in February, in March, in April, and then a second wave of resources in the following months to, for instance, libraries in order to adjust our offerings with the mysteries and titles. The first piece we decided to launch an efficiency, multiyear efficiency plan within the Mondadori Group.

Not that we really needed it if you take into consideration the EBITDA margin at 17%. We were not happy with it.

Since the growth of our margin was really important over the past few years both in absolute terms as well as percentage terms, we think that it's worthwhile trying to carry out an exercise, reverted to one of the best consultants in the world in the process of analyzing efficiencies. We actually submitted the draft of a very committing process for our managers that lasted for 12 weeks.

60% of our costing structure of our groups is being revised with this particular consultant, which causes a number of possible actions in the 4 years to come, from 2026 to 2029, correct? Yes.

Which is going to generate a number of improvements in terms of management in April this year, most probably the first week of April, in some 10 days, more or less, we will have the second round with the same consultant for the remaining 40% in order to see what kind of other improvements in terms of efficiencies we are going to produce. We have tried to sketch out quality-wise those which are the very reasons of the analysis and actions that we have planned out to be carried out during 2026 to 2029, which substantially have to do with both organizational patterns within the framework of our own printing segment, better efficiency of course by reverting to artificial intelligence for some processes which we are controlling.

We're not going to produce digital content for our printing segment. We use AI in two ways.

The first way is to make some in-house processes more efficient. The second one is to process some semi-finished products which are then being double-checked by us and then optimizing the sizing of our own costing structure.

This particular action, which is already over and it's already part of our 3-year plans, in actuality will have a further results produced by the 8 weeks starting from April on the remaining costing structure. This is a preventative, to say, work and effort.

Both businesses, both mature and the exclusive ones, have costing dynamics, raw materials, or any other item which have and undergo oscillations. We have a very top level of profitability.

We want to carry out actions in order to keep under control possible turbulences in terms of costs, etc. This, in my opinion, is a sign of vision for the future.

We're not happy with the present result. Then eventually 2026 guidance, and this is not surprising by none of you, a single-digit growth both in terms of EBITDA adjusted and revenues as we've expected for 2026; cash flow in the range of 65 to 70 million, according to, of course, the dynamics of the publishing programs; and then a dividend for 2027 based upon the result of 2026, which is indeed higher than the one this year plus 10%, or if higher, 50% of ordinary cash flow per for each single share.

This means that we are aiming at a minimum dividend of 16.9 cents per share, which means dividend yield equal to 8%, I believe this is as of December 31st, 209, and we are close to 9% of all indexes and not only ours. An overall cash-out of 44.2 million, and this is the one of the satisfactions by all of us at the Mondadori management, from 2021, that is a year after some 10 years we went back to pay a dividend, we have doubled the dividend of 2021.

Thank you very much for your attention.

Carmine Perna

Potential questions coming from the floor? Thank you very much.

Yes, good evening. Chiara Rotelli, Intermonte.

I have three questions. The first, the 2026 guidance, which shows a growth in EBITDA and revenues, low single-digit.

How will it be split amongst the different divisions, your businesses, and what are your expectations for the book market after this positive beginning of the year? Then the second question, efficiency plan to save and to cut costs.

More specifically, I wanted to know what is for you the weight of paper as raw material, and if you're actually thinking that with the cost of energy you'll have to try and find some remedies because of the cost increase of this raw material. How are you further integrating the portal is the third question.

Microphone, please. First, I'll try and answer about the integration of the portal.

It's very recent, but we're just starting. I want Alessandro to answer the portal question because he knows more about it than I do.

Let's start with the distribution of the businesses as we envisaged them. Thank you, Carmine.

Sorry, start again or could you read my lips? The distribution we envisage, last year we got to the target.

The market went a bit worse, but we closed where we had sort of what we expected. Beginning of the year with a recovery, but not such a marked recovery as we have seen in the first 11 weeks.

We also expected and we're performing slightly better,

Antonio Porro

we're expecting to recover in Trade books that 2.1% of value we had lost in 2025. Basically we expect to go back to having a value of the pie of the book in Italy which is basically in line with what we saw in 2024.

The first 11 weeks went even better. Now, in terms of revenues of educational books, we expect to have the same trend, maybe 1%, 1.5% of lower revenues, but more than offset by Retail, obviously, which has a significant plan both to get to the 11 bookstore full-year and not just on the 1st of December 2025, but rather for 12 whole months, and for not having closed for 2.5 months or 3 months this bookstore, as it instead closed when we had to refurbish it a year ago.

Basically certainly, the business unit we expect the biggest growth from is that of Retail and maybe something from Digital. It's difficult to forecast things for Digital because, as the volatility of the advertising market in all its media makes digital forecasts a bit more complicated.

In terms of revenues, probably Retail is at the top of our business units, Digital comes second, whilst what's losing about 5 million in revenues will be the print part, that of magazines. All in all, the net results of these dynamics we hope and we think will be positive.

This was the first question. Second question, what's the cost of paper for us?

Now, paper in 2025 was €60 million for all our businesses, Trade, Educational, and also Magazine. We made a forecast before the turbulence that still has not had an impact on the cost of paper per ton.

Now we start hearing from paper mill the fact that they want to get something more in the cost of paper per ton. Basically at the end of Q1, we are now paying paper 1.5% less than what we had foreseen for 2026, which was basically stable compared to 2025.

We don't know frankly speaking, I wouldn't know how to make forecasts for paper and/or for what is going to happen with oil, energy, war. It's too early, I think, for whoever to actually indicate how long this war will last, how much tension this will create on energy, raw materials, consumption, etc., etc.

For the moment, we are not witnessing any significant impact. Then I also would like to remind you that when the war in Ukraine started, we had a series of marked oscillations of various raw materials amongst which we also had paper, but Mondadori could absorb it quite well and we actually absorbed the significant peaks then.

We're ready to tackle whatever challenge. We are not particularly afraid as a group, after which obviously we are all hoping as Italians and as individuals for this war to last as little as possible.

Then what else? What do you want to know about the Trade market?

Our estimates on the evolution of the Trade market, I was saying, in 2026 we recover that 2.1% we lost in 2021, we go back to 1,513 or 30, I can't remember, but we'd go back exactly to the value of the Trade book market we had in 2024. This is our forecast.

We didn't think we would grow by 2.9% in the 11th week, basically we're better off than we expected because there's a progressive number. Now, integration of the portal in the two exceptions.

Now, first, the transaction was announced and completed on January the 15th. We are on the 19th of March, 2 months.

We started the first few steps to integrate the operating structures. We aligned the different processes.

We started homogenizing accounting criteria, etc., etc. Clearly we are moving fast in the direction of extracting those efficiencies we have highlighted when we negotiated for this transaction, but at the same time obviously it'll take some time.

We will need at least 1 year for all these results we have planned to be achieved. Now, the integration, I'll tell you what the main steps are that have already been negotiated and that have become contracts.

Now, with effectiveness January the 1st, we've set up our legal entity Mondadori Digital, which is 100% owned by Mondadori S.p.A. On January the 15th, we perfected the acquisition by Mondadori S.p.A.

of about 59% of Edilportale. Now technically Mondadori Digital, Edilportale are two sister companies.

They both are at the same level under Mondadori S.p.A. In 2026, we will give visibility on the results of the digital business unit, which will be the results of a virtual consolidation of the two entities, because given that there is not a mother and son relationship, we don't have the possibility of giving consolidated data if not virtually.

Agreements set that in 2027 Mondadori S.p.A. will give 59% of Edilportale to Mondadori Digital.

At the same time, the minority shareholders, i.e., the founders of Edilportale, will give their 41% to Mondadori Digital. Basically at that point our digital business will have a structure, company structure that will see Mondadori Digital as mother company having 100% of Edilportale.

The proprietary structure of Mondadori Digital will see Mondadori at 89%, brought in around 89%, and the virtual founders at 11%. This will be the first opening of Mondadori Digital capital to third parties.

Then the idea is that of in the course of 2027, of completing the integration process, of extracting further synergies and savings, assessing the possibility of further inorganic growth of our digital business by finding in Italy and/or abroad interesting acquisition opportunities to further increase the critical mass of our digital business with the target in mind to further open our capital of Mondadori Digital to third parties and/or to the market. This with the idea, as I said before, of collecting financial resources with which at that point Mondadori Digital and/or Edilportale will be able to become more aggressive in their inorganic growth without taking resources from the Mondadori Group to further strengthen the bookstore business.

On the other hand, the involvement of third parties will allow the company to further develop based on strategies that are not necessarily connected with intrinsic characteristics of Mondadori, which is fundamentally a book publisher. Basically we can have further developments in the digital world, and we try and keep consistent with the main mission of the group.

Ale, can we say something we've never said in the past, i.e., that Mondadori has a specific feature it developed in time, which is stubbornness if you want? We tried to buy this portal in 2016, if I'm not mistaken, right?

We started the negotiation. We didn't close.

We didn't forget about it. We kept very good relationships with the four founders of Edilportale, and 9 years later, with our endurance, we bought it.

This is part of the history of many transactions we've carried out in different businesses. We try.

Sometimes it succeeds the first time, sometimes we don't, sometimes we have to insist and endure. We conquered the portal through perseverance.

Can we put it that way? Yes, absolutely.

If you want, this is an example of what I defined the strategic connection we want to keep with our digital business. The reason why 8 years ago we didn't close this transaction was because given that we had only very looking for inorganic growth opportunities that were consistent with the publishing's mission of the group, clearly Edilportale and its configuration had a different and dystonic situation.

Today instead we are absolutely convinced that we want to give an autonomous identity and to the pure digital business. Obviously, it made much more sense to integrate a business model such as that of Edilportale.

Operator

Pierluigi Amoruso, Equita. Good afternoon, everyone.

A few questions on Edilportale. Help us to understand more about synergies and maybe some numbers as well, some data.

The plan that you have in mind, that is in terms of OPEX is, well, is it because you have a few doubts on the 17% margin on a midterm basis? The last question is on the print.

Is there any opportunities to just sell? Thank you.

We don't have data in terms of numbers of potential improvement from profitability standpoint which you can make through the integration of two companies. Edilportale has approximately 150 staff members, and so when it comes to staff, we can have chances to make it more efficient.

On the other hand, the synergies have to do with strategies. Edilportale is actually completing the foothold by Mondadori at digital level in the areas of excellence in Italy.

That is, in other words, our strategy actually aims at pursuing leadership positions in those segments, in those businesses where Italy has a clear-cut distinctive connotations: food, and of course here we combine our foothold in GialloZafferano and Benedetta, which we have acquired last year; and the lifestyle, we are already there with The Wom; and we would pursue further a strengthening in that particular area as well; and design because Mondadori is already present with Interni, although with a merely print standpoint. Now we shall see what kind of use we can have with Interni also in synergy with Edilportale.

This is something that is under scrutiny.

Antonio Porro

Edilportale evidently consolidates and gives us a foothold in the industry of design, which is the other big area of excellence in Italy. This is the element in which we see in particular a synergy contribution to Mondadori's digital.

To complete the indeed areas where Mondadori has a leadership role at national level. I just would like to make a comment, an add-on, to say.

Thank you very much, you have switched off your phone. Compared to the other deal where synergies were being measured from the costing standpoint, in these particular cases we are indeed focusing on the top line more than anything else.

Alessandro has mentioned it, but I have a couple of things to say which I regard as being important. The first comment is that in the design community we have two leading magazines in Italy.

In the traditional business unit, one is Interni, as mentioned by Ale, and the FuoriSalone event, which is the key event in Italy and one of the most important in Europe where practically all the investors of Edilportale are present, also when it comes to other magazines and booths, etc. The connection with the same large design company also at international level and also when it comes to pieces of furniture producers strengthens.

We are the leading architect magazine, which is the professional family, which has access to a number of Edilportale sites. I'm talking about Casabella, for instance, and with Casabella we also go into other countries.

We're trying to think more about the type of cross-selling offerings in these two traditional businesses, that is what traditionally Mondadori does in terms of exhibition and trade fairs, etc., and those services addressed to architects and companies offering design products and pieces of furniture. The second thing has to do with the capacity and the strength of the targets to come when Alessandro and I went to visit and say hello to the new 159 colleagues who are now part of the Mondadori Group.

We have taken into consideration four potential branches of growth in theory, of course, with a strong partner as Mondadori and Mondadori Digital indeed can be carried out. The second question had to do with, well, in actuality, we began in April last year, and the decision was being taken earlier in 2025, there was no expectation in terms of change for turbulence or whatever, and there was no projection or forecast in order to have a decrease of our margins.

We have realized that being able to grow volume-wise through acquisitions with organic growth with a further push vis-à-vis that 17%, it is possible and compatible if we pay attention to cost and efficiencies. If this remains top as if we were at 10% in terms of our margins, or we had been threatened by some production factors for future tensions, this was connected with the fact that we were not happy to stop at that level.

Then a meaningful result in terms of having increased efficiencies and margins would have been achieved also without this consultant. A consultant which we have planned out for the next 3 years to come were projects which we had already in-house, but doing it systematically and across the entire group accelerates and probably also adds on some sort of margin to improve.

If today we have achieved 17% without having ever done except for 2011 or '12 with the same consultant a plan of efficiencies in the Magazine business unit, we had still all the titles in our portfolio, and we had titles which were living off a crash in terms of advertising money. This

Operator

before selling those titles in the following years with the same consultant in '12 or '13 drafted a plan for a meaningful cost-cutting plan, and we liked them the way they worked. The situation is completely different given that the profitability is growing and stable.

We have thought to accelerate also from this particular point of view. The third question had to do with the portal or with anything else?

There is nothing really in store under this particular respect. Maybe we are going to have a few opportunities over the next few years to come, but we're not negotiating any other dismissal also because we are no longer very exposed with our current titles when it comes to advertising.

Out of the more than 913 million, the world of print advertising is 5 million, and 5 million are another value which we have gathered through events, the FuoriSalone, the guides, etc., which do not have the same dynamic of advertising cash-in. We have this particular decrease by 5% to 7%, 5 million, yeah, on the whole, which in actuality are not compromising our profitability.

We are going to be milking and we're going to go on for many years.

Antonio Porro

Good afternoon, Andrea Randone. Again, couple of questions on M&As.

The first, out of curiosity, the transaction whereby you bought bookstores. How did you organize it?

What was the idea? What kind of return do you expect on the invested capital for this type of investment?

Second question, again on this topic, is do you see any other opportunities, similar opportunities to these? Can this deal be the first, then being followed by others?

What is your approach, given that you're always very well-structured in approaching these kinds of activities? The third question, there's this asset of Hoepli, which is close by, but apart from the bookstore, there's a whole publishing company behind it, I was wondering whether you are actually thinking about it or not.

M&As. Now, starting from the acquisition of the end of last year of the network of 11 bookstores, retail bookstores which were already our franchisee, I can say that this transaction developed as an opportunity that is not really replicable because they were already part of our network.

They needed a strong partner that could improve the management by intervening, because after all, our experience obviously provides a significant improvement margins on profitability. Never say never, but no other similar transaction has ever been encountered on networks.

Then there are interested independent bookstores which are also profitable, where we might create an important added value and where we are trying to persevere, to try and go back to these bookstores periodically. In that case, it's Carmine who goes quite frequently to see them and talk to them.

If you ask me will there be other important bookstores you will open this year or that you will acquire from another important tradition of independent bookstores to make them become a Mondadori Group bookstore, I can tell you yes, many. The first one will be in April, on the 22nd.

Carmine, may I say where or I can't? On the 22nd of April, we will open another beautiful bookstore in Corso Buenos Aires which is going to be huge, with lots of windows.

It was the old Banca Popolare di Milano, if you remember, the ancient bank in Milan. We'll keep on investing with new openings, with beautiful bookstores in areas where other book shops close.

We open instead, I would put it that way to be elegant, and so we'll keep on doing that. Then obviously, if you had asked me, Andrea, but apart from the network that was already part of the Retail and franchising group, would you buy another medium-sized, small-sized, or big-sized chain?

Yes, I would say so, I would say yes. I would say we would buy it because usually we're capable of expressing an added value in the management of our retail chains, and we've demonstrated this in the last 5 years.

Secondly, because we, in reality, are not only profitable looking at the P&L of our Retail, but we become extraordinary more profitable also in Trade books because our market share inside our bookstores increases significantly when it comes to titles being published by the publishers of the group. This is the best possible deal we can make to increase margins and revenues in Retail, but also to increase margins in Trade books.

Then I'd like to tell you lots of things, but as we do not ever comment rumors. Hoepli is a publishing company we looked at in the past.

Usually, we look at these publishing houses, publishing companies, but now there is nothing really, we can't really make any comment.

Operator

Thank you. If there are no more questions here in the room, I would like to double-check whether there are questions from the people who are on our chat line or connected via telephone.

Thank you. In order to ask questions, *+1 for those who are connected through telephone, or the Q&A icon on the left-hand side of your screen if you are connected through the web.

We have a question via web by Antonella Frongillo. We open the line to her.

Your line's open, Mrs. Frongillo.

Antonella, we can't hear you. I don't know whether we've got a problem or you have a problem, Mrs.

Frongillo. You have to press the continue button on the pop-up.

If you want to try to call through our portal, you can do so, and then we give you the answer. Okay.

Perfetto. Antonella would like to know and have a brief, short summary on the outcome of the Antitrust investigation on the Educational business unit closed a few months ago.

Antonella is always asking the most difficult and hardest question ever. The Antitrust investigation on the Educational business unit ended at the end of 2025, went on for a year.

They started in September the year before and led to a number of points made by the authority. In the majority of the cases, addresses its own considerations to the regulator, that is the Ministry of Education.

The conclusions which were being drawn by the members of the authority can be the following. The first comment was that in actuality the price increase of educational books so much discussed over the past few years was less than the inflationary impact over the last 10 years.

The second comment, which is always very nice for us publishers, and that's why I begin with these comments, has to do with the fact that the ceiling of expenses, it is a maximum limit for each single class for further books chosen by the board of teachers in actuality remained the same for many years, and this is actually an issue. The third comment by the authority has to do with the digital content penetration.

As I used to be a manager managing educational business unit for the leader in Italy, I have to say that the vision of the ideal teaching technique in the schools, and I'm not talking about universities, by this authority is a little outdated by the vision of the experts in teaching, because in all countries, unless you have a pressing need of cutting costs and therefore accelerating digital content to the detriment of paper, the most impactful technique is the blended one, that is the association of paper books allowing you to memorize and to learn definitely better than just learning the same content on a digital version. The authority expresses an opinion of a still low penetration of digital content to the advantage of a still high penetration of paper books, and so they invite the regulators to see whether there are some sort of regulatory reforms which can change the Carrozza Decree, who used to be the minister, setting out some rules on this particular ground and the type of books that can be used.

Then a number of messages were being released, others have been listened to by the authority. We were asked to introduce some small improvements, such as, for instance, making it possible for purchasing a license of our digital content for those who actually purchase a paper copy.

We had no problem, but this is not going to have a meaningful impact. There is another large publisher that has always been allowed the possibility to have a digital license connected to the paper copy that was being purchased as a secondhand.

The response was 1%. A number of requests were made, and we had no trouble whatsoever to accept them as much as other publishers did.

Then the invitation to push and to increase the control on the compliance with expense limits of the secondary and higher schools by the ministry. The ministry did it with a message, and these are the major things to be said.

No problem were being ascertained by either the Italian Society of Publishers or other publishers in general.

Antonio Porro

Now we're going to have a number of meetings between the ministry and the Italian Society of Publishers to see to which extent we have to accept either one or many of these pieces of advice by the authority. We do not expect any significant issue, actually.

Maybe we will improve some sort of the improvement in terms of expenses for this year. We do not have any other problem, probably just something exceeding the top level, but nothing meaningful, something less when it comes to the adoption because they have to comply with the maximum amounts of expense being ruled out, but we shall see it in the next few months to come.

There are no other questions by the other people, I give the indeed Miss Ranghizzano for the session with the journalists. Good evening, everybody.

If you want to come forward, maybe, so that we are closer? Don't be shy, because you're not shy, I know.

The first row is free. You can take your seats in the first row.

If you still have curiosities, Mr. Porro and Mr.

Franzosi are obviously here to try and answer them. Go ahead.

If I may, names, surname, name of the paper. Thank you.

Marcello Zacché, Il Giornale. Two years ago, you, Mondadori, and Feltrinelli in the same period of time went to Adelphi.

I just wanted to know whether there are negotiations, whether you expect to have negotiations, or whether nothing has changed. There have been lots of meetings amongst the publishers of our publishing companies and Adelphi.

Obviously, the usual relationships you have amongst the quality publishers, and Adelphi is certainly one of them in our country. There has been no development on our side, nor on the side of the other current partners of Adelphi.

We have a call for 2027, if I remember correctly, and then we have a series of

Operator

first

Antonio Porro

refusal rights as it happened 2 years ago, as you correctly remember. The current setup at Adelphi did not undergo any change, and from what we know there is no negotiation underway for possible changes.

Obviously, the situation is very liquid because there is no stable control for the next few years, obviously we are ready to enter and provide our contribution if we will be asked to. Thank you.

Down there? Capuzzoni, ItaliaOggi.

How many bookstores will you open this year, because I didn't hear it if you said so? No, I didn't.

Compared to last year, what's the possible variation? Thank you.

Now, I don't know if Carmine wants to give you a number, he's sitting here in the first row. We have,

Carmine Perna

out of the 400 franchising points of sales, some closings and some openings. Yes, as usual, I leave the floor to Carmine.

We're talking about 25, 30 bookstores, two-thirds franchising and one-third direct. Thank you.

Operator

Thank you, Carmine. Andrea, to you the floor, and then we give the floor to the person here.

Andrea Biondi from Il Sole 24 Ore. I have a more general question, and it is a curiosity, maybe a little naive, but I'm asking it.

When it comes to artificial intelligence, does it really run the risk of having an impact on the book industry? From your own position, do you regard it as being a danger on a midterm basis?

It is very difficult to make forecasts when it comes to ruling out the future use of artificial intelligence in our industry. Let's see the points that we regard as being some sort of guarantees and collaterals, to say, for publishers.

Imagining tomorrow a publication of books, the printing of books created by AI instead of blood and flesh authors means that you imagine the creation of an incredible amount of contents without a protection in terms of rights, and as you all know, in actuality there is no form of protection when it comes to contents generated by artificial intelligence. I remember, as much as some of you will, that at a certain point in time, approximately 15 years ago, there was a fashion craze, that is self-publishing, contents self-published in a digital version by authors, almost always newcomers who were ambitious and wanted to become writers or authors.

People used to thought that this big content made available at symbolic prices only on a digital support would have captured a meaningful part of the market. Then people thought that e-books would erode more than 50% of this market.

In actuality, it didn't happen either for the self-publishing segment, because the value of the selection of titles published on paper, exposed, distributed, and promoted by physical authors has a value for readers. Readers do not just want to read self-published content or digital content.

The physical book and the protection of all rights, in my opinion, and copyright in particular, would be a guarantee for permanence. Then we have two different points of view, the US and Australian point of view, that is the Anglo-Saxon world, and the European world.

The large European publishers such as Mondadori are actually fighting a battle so that the rules on copyright and the protection and creation of copyright might lead to a European set of rules protecting people from publishing books which indeed exploited a learning machine by artificial intelligence which has eaten and eroded millions of copies of books already published over the past centuries. The European approach is from the point of view of regulations, rules and regulations through which we protect the fact that we read books and protect them from artificial intelligence and possible development on this ground.

In America, the battle is less from a regulatory standpoint and it's more on negotiations among the over-the-tops making big investments and large publishers. There is a indeed litigation with a fund with $1.5 billion by Anthropic for the illegal exploitation of the contents of books that have been stolen and being processed by their own artificial intelligence system, offered as a settlement in favor of authors and publishers who decide to get money in exchange of the fact that that particular artificial intelligence was developed based upon their own books.

It's going to be a big battle. I believe that anyhow a book, be it on paper, written and published by an author in flesh and blood, and published by a large publisher, and they know how to select it, promote it with an author who tells his or her story, and this is a guarantee together with the publisher of the quality of that particular work, will maintain its value over the centuries.

You remember e-books were supposed to erode everything. Now they're 5% to 6% of the overall market of paper books.

In America, was up to more than 25%, and now it's back down to less than 20%. Audiobooks in the countries where this format is very successful is indeed an accrual to the paper market, because those who want to read, they want to read and not listen; those who want to listen, they usually don't read.

It's a plus more. I remain positive, although there are some uncertainties.

Vice versa, I believe that part of the actual situation is that artificial intelligence can make very efficient not only publishers, God forbid a publisher who thinks that is not making use of artificial intelligence. You have to understand where and how to do it.

We have lots of processes which are not part of the production chain and that were being outsourced, and so we have partners already using forms of artificial intelligence in order to give us a content, either a cover or other things, translations, of course not literary translations, and we are indeed negotiating better economic terms so that part of those benefits can be brought into our publishing house as well, besides some of the processes that in-house we start using. We have launched Comply, and I tell you this story because this is curious and it's also fun.

2.5 years ago, one of the startup which we launched with Comply used an algorithm based upon artificial intelligence to beat the human beings in ideally estimating the number of copies to be printed for the authors who had already previous titles being published. We invested into this startup and we started to put down our team to work copies being sold by that genre, by that author, by the titles already published, etc., and challenge actually was begun.

Let's see what artificial intelligence tells us to publish and what our experts rate it. The story is really funny because at the very beginning the first round was being won by far by artificial intelligence.

I don't know whether you like playing chess, but when the first computers for chess were created, we, all amateurs, sounded like being dumped, they were always winning. The second round was being won by our experts.

On the new titles being published once more, our forecast beated artificial intelligence. I get to the end, otherwise we all go home.

The conclusion to be drawn is that right now we are being using a pre-processing based upon artificial intelligence, and based upon that, our experts are actually correcting, and so we have a blend between the two. Thank you.

Maddalena Camera.

Antonio Porro

Very rapidly. Today the stock was a bit volatile, it went up and down.

Then I wanted to know whether there are new important authors you're about to publish again, say, Dan Brown or? After many important authors, I start with the title of an author I like a lot, Fabio Volo, which will be published this coming fall.

It is an author who publishes books that sell a lot. We will also have Gotto and very many other important authors.

Unfortunately, we won't have Dan Brown, but we will try and accept this hoping he will soon publish again. Whilst as to the first question, the share.

Analysts are more experts than I am. I noticed that the share this morning started with a much higher number of items sold as it happened yesterday.

I don't know whether stop-losses are starting and these obviously make order sales start for all titles when the dollar gets stronger or where the spread increases or when all financials collapse with a fall of more than 4%. It was very pleasant, but maybe it was just by chance that just a few minutes after the publication of our press release that was more detailed about our 2025 results, our share, rather than losing 4-something percent, lost less than 1 percentage points, and 5 minutes ago we were at less than 0.5.

I think that, and not just on our share, unfortunately now the volatility of markets is the real explanation for this up and down. Please, thank you.

Alfonso Neri, ANSA. Very quickly.

Are you thinking of renegotiating your financing lines? At the end of this year, we'll have maturity of the residual of the pool financing we have underwritten in 2021.

Those lines will be refinanced, and we are already negotiating with the banks with which traditionally we operate. I must say that we have a positive credit and positive perspectives for the future, this is not an issue for us.

It's not something we think might create criticalities this year. Thank you.

Any other question? We all satisfied?

No more questions.

Operator

Thank you very much. Bye-bye, everybody.

Thanks to Mr. Porro and Mr.

Franzosi, and thanks to you for your participation. Thank you very much, and see you again soon.

Thank you.