Caltagirone Editore : Annual-Report-2024

About this update from Caltagirone Editore S.p.a.

2024 ANNUAL REPOR T TWENTY-FIFTH FISCAL YEAR 2024 ANNUAL REPORT | TWENTY-FIFTH FISCAL YEAR CALTAGIRONE EDITORE SPA Head office Via Barberini, 28 - 00187 Rome (Italy) Share capital Euro 125,000,000 Internal Revenue Code and VAT n. 05897851001 Registered with the C.C.I.A.A. of Rome REG 935017 SHAREHOLDERS' MEETING OF APRIL 16 TH 2025 AGENDA Presentation of the Separate and Consolidated Financial Statements for the year ended December 31 st 2024, together with the Directors' Report, Board of Statutory Auditors' Report and the Independent Auditors' Report; resolutions thereon; Remuneration Policy and Report; resolutions thereon; The dismissal for just cause of top management (Chairperson and ViceChairpersons of Caltagirone Editore SpA); Partial allocation to shareholders of shares in portfolio through an extraordinary dividend of Euro 1.00. CORPORATE BOARDS CHAIRPERSON Board of Directors for the 2024-2026 three-year period Azzurra Caltagirone VICE CHAIRPERSON DIRECTORS Alessandro Caltagirone Francesco Caltagirone Federica Barbaro * Tatiana Caltagirone Fabrizio Caprara Massimo Confortini * Francesco Gianni * Annamaria Malato * Pierpaolo Mori Valeria Ninfadoro * CHAIRPERSON Board of Statutory Auditors for the 2024-2026 three-year period Giuseppe Melis STATUTORY AUDITORS Antonio Staffa Dorina Casadei Executive Officer for Financial Reporting Luigi Vasta Independent Audit Firm KPMG SpA * Independent Directors DELEGATED POWERS In accordance with Consob recommendation No. 97001574 of February 20 th 1997 the nature of the powers delegated to the members of the Board of Directors are reported below. Chairperson The Chairperson has the power to undertake, with single signature, all acts of ordinary and extraordinary administration, with the exception of those reserved to the Shareholders' Meeting and to the Board of Directors. Vice Chairpersons The Vice Chairpersons are granted separately the same powers as the Chairperson, to be exercised only in the case of the declared impediment of the Chairperson. CONTENTS Director's report on the Group results for the year ended December 31 st 2024 8 Reconciliation between the net result and the net equity of the parent company and the consolidated net result and net equity 22 Sustainability statement 24 Declaration of the Sustainability statement 89 CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31 ST 2024 Consolidated financial statements 92 Notes to the consolidated financial statements 102 List of investments at December 31 st 2024 157 Declaration of the consolidated financial statements 159 STATUTORY FINANCIAL STATEMENTS AT DECEMBER 31 ST 2024 Financial statements 162 Notes to the financial statements 172 Declaration of the financial statements 197 Controlled Companies and main investments at December 31 st 2024 198 DIRECTOR'S REPORT ON THE GROUP RESULTS FOR THE YEAR ENDED DECEMBER 31 ST 2024 INTRODUCTION The present Directors' Report refers to the Consolidated and Separate Financial Statements of Caltagirone Editore SpA (hereafter also "the Group") at December 31 st 2024, prepared in accordance with International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and of the Standing Interpretations Committee (SIC), approved by the European Commission (hereinafter "IFRS"). The present Report should be read together with the Consolidated and Separate Financial Statements and the relative Notes, which constitute the Annual Accounts for 2024. HIGHLIGHTS The table below illustrates the key consolidated financial results for the year 2024 compared to the previous year. 31.12.2024 31.12.2023 cge. cge.% OPERATING REVENUES 112,002 116,465 (4,463) (3.8%) Circulation Revenues 39,340 42,444 (3,104) (7.3%) Advertising Revenues 58,234 61,918 (3,684) (5.9%) Revenues from Services 1,535 1,484 51 3.4% Other Circulation Revenues 3,110 2,806 304 10.9% Other Revenues and Income 9,783 7,813 1,970 25.2% OPERATING COSTS (111,218) (110,897) (320) (0.3%) Raw Materials, Supplies & Consumables (9,214) (11,177) 1,963 17.6% Labour Costs (49,916) (48,292) (1,624) (3.4%) Other Operating Costs (52,088) (51,428) (659) (1.3%) EBITDA 784 5,568 (4,783) (85.9%) Amortisation, Depreciation, Write-Downs & Provisions (22,267) (7,181) (15,086) (210.1%) EBIT (21,483) (1,613) (19,869) n.a. Financial Income 24,177 18,437 5,740 31.1% Financial Charges (2,342) (1,690) (652) (38.6%) NET FINANCIAL INCOME/(CHARGES) 21,835 16,747 5,088 30.4% PROFIT BEFORE TAXES 352 15,134 (14,781) (97.7%) Income Taxes 7,839 1,097 6,742 614.6% PROFIT FOR THE YEAR 8,191 16,231 (8,039) (49.5%) GROUP NET PROFIT 8,191 16,231 (8,039) (49.5%) Euro thousands The Group reports for 2024 Operating Revenues of Euro 112 million, down 3.8% on Euro 116.5 million in 2023, mainly due to the decrease in circulation and advertising revenues, partially offset by the growth in other revenues and income. 2024 was affected by the government's blocking of the amendment to the " Milleproroghe " (the annual decree extending the life of various government measures) that would have extended to the end of 2024 the requirement for contracting authorities to publish abstracts of tender notices in newspapers. Raw material costs decreased 17.6%, due to the lower quantities utilised in the production process and to the reduced cost of paper. Labor costs increased by 3.4%, due to the reorganisation and strengthening of the marketing area initiated by the Group's advertising agency to focus on defining and implementing new strategy development plans in order to make the Group more productive and proactive. Other operating costs of Euro 52.1 million were slightly up from Euro 51.4 million in 2023. EBITDA in 2024 reports a profit of Euro 784 thousand (Euro 5.6 million in 2023). EBIT reports a loss of Euro 21.5 million (loss of Euro 1.6 million in 2023) and includes write-downs on indefinite intangible assets for Euro 15 million (no write-downs in 2023), depreciation and amortisation for Euro 6.5 million (Euro 6.4 million in 2023), provisions for risks for Euro 291 thousand (Euro 623 thousand in 2023) and doubtful debts for Euro 437 thousand (Euro 138 thousand in 2023). Net Financial Income amounts to Euro 21.8 million, an increase of 30.4% on 2023 (Euro 16.7 million); this mainly includes dividends on listed shares collected in the year of Euro 18.9 million (Euro 17.2 million in 2023) and income from bonds and government securities of Euro 2.7 million (Euro 753 thousand in 2023). The Caltagirone Editore Group reports for 2024 a net profit of Euro 8.2 million (Euro 16.2 million in 2023). NET FINANCIAL POSITION The Group Net Financial Position at December 31 st 2024 is as follows: 31.12.2024 31.12.2023 Current financial assets 19,833 18,162 Cash and cash equivalents 3,966 16,041 Non-current financial lease liabilities (8,624) (9,606) Current financial lease liabilities (3,958) (3,751) Current financial liabilities to banks (13,936) (7,614) Other current financial liabilities - (535) Net Financial Position* (2,718) 12,698 Euro thousands * The Net Financial Position in accordance with Consob Communication DEM 60642ff3 of July 28 th 2006, updated on the basis of the Call to attention No. 5/21 of April 2ff th 2023, is illustrated at Note 10 of the Notes to the Consolidated Financial Statements The net financial debt amounted to Euro 2.7 million, a decrease of Euro 15.4 million on December 31 st 2023 (cash of Euro 12.7 million), mainly due to investments in listed shares and Italian government bonds of Euro 25.6 million and the dividends distributed of Euro 4.3 million, net of dividends received on listed shares of Euro 18.9 million. SHAREHOLDERS' EQUITY Group shareholders' equity amounted to Euro 526.8 million (Euro 435.4 million at December 31 st 2023); the increase principally concerns the profit for the year and the fair value measurement of shares held by the Group. The balance sheet and income statement ratios are provided below: 2024 2023 ROE* (Net Result/Net Equity) ** 1.55 3.73 ROI* (EBIT/total assets) ** (3.37) (0.30) ROS* (EBIT/Operating Revenues) ** (19.18) (1.39) Equity Ratio (Net equity/total assets) 0.83 0.81 Liquidity Ratio (Current assets/Current liabilities) 1.07 1.27 Capital Invested Ratio (Net equity/Non-current assets) 0.94 0.95 * Percentage values ** For definitions of "Net Result", "Operating Revenues" and "EBIT", reference should be made to the income statement attached to the present report The balance sheet indicators confirm the Group's financial equilibrium, with strong stability, the capacity to meet short-term commitments through liquid funds and finally equilibrium between own funds and fixed assets. The operating ratios (positive ROE, negative ROI and ROS), reflects the decrease in operating profitability, as previously described. GROUP OPERATING PERFORMANCE PUBLISHING Revenues from Group title paper edition sales in 2024 contracted by 8.6% on 2023 and by 7.3% including digital subscription and sales. The latest available circulation data indicates a reduction of 6.49% 1 in paper and digital copies sold in the January-December 2024 period compared with 2023. ADVERTISING Group advertising revenues in 2024 were down 5.9% on 2023. Paper edition advertising revenues, including also third party advertising net of the cost of space acquired, contracted 13.8% on 2023. Internet advertising, including also third party advertising net of the cost of space acquired, increased 6.2% on 2023. The contribution of this segment to overall advertising revenues was 34.6%. Advertising in other media (Radio and Magazines), net of the share to the respective publishers, increased from Euro 1.6 million to Euro 2.4 million. The increase is mainly due to an increase in scope due to new concessions activated during the year. The market in the January - December 2024 period contracted 8.7% 2 for print newspaper advertising, while internet advertising rose 1% 3 . ADS figures (Newspaper Sales Figures) Total Paid Subscriptions Italy as defined in applicable Regulation (January-December 2024 vs January-December 2023). FCP Assoquotidiani research institute figures - December 2024 compared with 2023. FCP Assointernet research institute figures - December 2024 compared with 2023. In terms of web presence, the Caltagirone Editore network websites to December 2024 reported 4.054 million unique average daily users Total Audience (PC and mobile) 4 , up 2% on the previous year. RISK MANAGEMENT The activities of Caltagirone Editore and its subsidiaries are subject to various financial risks: market risks (raw materials prices and movements in listed share prices), credit risk, interest rate risk, liquidity risk and environmental and safety risks. The management of financial risks is undertaken through organisational directives which govern the management of these risks and the control of all operations which have importance in the composition of the financial and/or commercial assets and liabilities. Market risk (price of raw materials-paper) The Group is exposed to fluctuations in the price of paper - the principal raw material; this risk is managed through supply contracts with foreign companies with fixed prices and quantities for a maximum period of 6 months, and through procurement from suppliers based in different geographic areas in order to avoid the risks related to an excessive concentration of suppliers and to obtain the most competitively priced supplies. Risks concerning the price of investments in equity instruments In relation to the risk of changes in the fair value of the equity instruments, the Group monitors the changes of share prices and for this reason constantly records the movements in the listed shares in portfolio. Based on this data, the investment and divestment policies of the Group are defined with the objective to optimise medium and long-term cash flows, also considering the distribution of dividends from the shares in portfolio. Credit risk Receivables principally are of a commercial nature. In general, they are recorded net of any write-downs, calculated on the basis of the risk of non-fulfilment by the counterparty, determined considering the information available on the clients' solvency and historical insolvency data in relation to the varying expiry dates of receivables. Historically, there are no significant situations which are particularly problematic in relation to the solvency of the clients, as the policy of the Group is only to sell to clients after a prudent evaluation of their credit capacity and therefore within the established credit limits. Finally, no significant debtor positions were recorded which would equate to an excessive concentration of credit. On this basis, the credit risk to which the Group is exposed can be considered limited. Audicom Total Audience average day data: average data January-December 2024 (including TALs). Interest rate risk The interest rate risk principally relates to an uncontrolled increase of the charges deriving from variable interest rates on medium/long-term loans. The Group currently does not have medium/long-term loans with credit institutions, while having an insignificant exposure to short-term debt interest rate risk. Liquidity risk Liquidity risk is linked to the difficulty in obtaining funds to cover commitments at a given moment. The Caltagirone Editore Group possesses liquidity and this risk is therefore not considered significant for the Group. Environment and security risk The Caltagirone Editore Group is constantly seeking out solutions to reduce energy consumption. In recent years, re-lamping actions have been carried out in the Group's various locations, but particularly at the production plant, through the replacement of light sources with low-consumption solutions (LEDs) and the adoption of automatic shut-off solutions (motion sensors), while programmes to rationalise the use of various utilities have also been initiated. Existing regulations and laws are rigorously applied to workplace health and security and hence govern this area of risk. Cybersecurity risks (Cybersecurity) Cybersecurity is undoubtedly one of the greatest risks in recent times, particularly in the areas of cyber security & data privacy. Indeed, the increasing use of information systems increases the Company's and Group's exposure to different types of risks related to information security. The most significant is the risk of cyber attack, which is a threat for the Group. The risk is potential data leaks with possible significant impacts on privacy management, possible business disruptions, and consequent reputational damage. The Group is implementing progressive upgrading of IT infrastructure, strengthening of protection systems, constant updating of internal procedures, and continuous staff training to strengthen the corporate culture on issues in cyber security. GOING CONCERN RELATED PARTY TRANSACTIONS There are no issues regarding the Company's going concern status as, also based on the guidance contained in the new "Business Crisis and Insolvency Code", the Company has adequate own funds and lines of credit and does not present any uncertainties that would jeopardize its ability to undertake operations. "Related" party transactions, as set out in IAS 24, including inter-company transactions, are not atypical or unusual and form part of the ordinary business activities of the companies of the Group. They are regulated at market conditions and take account of the characteristics of the goods and services provided and in the interest of the Group. The Parent Company in the period did not carry out significant transactions nor significant levels of ordinary transactions requiring communication to the Supervisory Authority under the Consob Regulation concerning transactions with related parties adopted with Resolution No. 17221 of March 12 th 2010. The information on transactions with related parties, including those required by Consob Communication of July 28 th 2006, are shown in the Notes to the consolidated and separate financial statements. OTHER INFORMATION OUTLOOK During the year, the Companies of the Caltagirone Group did not carry out any research and development activity. At December 31 st 2024, there were 577 employees (576 at December 31 st 2023), with an average number in 2024 of 576 (577 in 2023). For segment information on the costs, revenues and investments, reference should be made to the Notes to the consolidated financial statements. The reconciliation of the shareholders' equity and net profit of the Group and of the Parent Company as per Consob Communication No. 6064293 of 28/07/2006 is attached to the present report. The Group has maintained the initiatives targeting the growth of multi-media editions and an improved internet presence in order to expand new advertising streams and acquire new readers. The Group will also continue to implement measures to limit all discretionary costs and to reduce direct and operative overheads. PARENT COMPANY OVERVIEW For 2024 Caltagirone Editore SpA reports financial income of Euro 71.7 million and financial charges of Euro 30 million, with a net profit of Euro 40.2 million, as shown in the following table which compares the key financial results with the previous year, reclassified in accordance with Consob Communication No. 94001437 of February 23 rd 1994: 2024 2023 Dividends from other companies 3,648 3,306 Dividends from subsidiaries 65,591 - Write-down of investments in subsidiaries and associates 2,362 3,704 Other financial income 68 224 Total financial income 71,669 7,234 Interest and financial charges from subsidiaries and associates (1,487) (1,379) Interest and financial charges from third parties (11) (11) Write-down of investments in subsidiaries (28,530) (776) Total financial charges (30,028) (2,166) NET FINANCIAL INCOME/(CHARGES) 41,641 5,068 Result from operating activities (1,948) (1,727) PROFIT BEFORE TAXES 39,693 3,341 Income taxes 476 636 PROFIT FOR THE YEAR 40,169 3,977 Euro thousands The dividends from other companies relate to those received on listed shares. Write-downs of investments in subsidiaries, amounting to Euro 28.5 million, refer to the adjustment of the carrying amount to Shareholders' Equity for any capital gains; it should be noted that the subsidiaries distributed Euro 65.6 million in dividends to the parent company during the year, including Euro 41 million from capital reserves. The shareholders' equity of the Company at December 31 st 2024 was Euro 434.1 million (Euro 375.3 million at December 31 st 2023). The increase is mainly attributable to the result for the year and the positive fair value measurement of the Company's equity investments in listed issuers. NET FINANCIAL POSITION The net financial position is as follows: 31.12.2024 31.12.2023 Current financial assets 47,334 17,511 Cash and cash equivalents 68 181 Non-current financial liabilities (969) (1,197) Current financial liabilities (21,734) (53,978) Net Financial Position* 24,698 (37,483) Euro thousands * The Net Financial Position in accordance with Consob Communication DEM 60642ff3 of July 28 th 2006, updated on the basis of the Call to attention No. 5/21 of April 2ff th 2021, is illustrated at Note 8 of the Notes to the Consolidated Financial Statements The net financial position at December 31 st 2024 was a cash position of Euro 24.7 million (debt of Euro 37.5 million Euro at December 31 st 2023); the improvement of Euro 62.2 million is mainly attributable to the receipt of dividends from subsidiaries and listed shares, net of dividend distribution and negative operating cash flow. PRINCIPAL EQUITY INVESTMENTS The key results of the subsidiary companies are reported below. IL MESSAGGERO SPA The Company publishes the daily newspaper Il Messaggero, founded in 1878 and the historic daily newspaper of the Capital. Il Messaggero is the leading daily newspaper in the Central Italian Region. The Company in 2024 reports a net loss of Euro 4.5 million (net loss of Euro 2.3 million in 2023), against Operating Revenues of Euro 46 million, down 7.3% on Euro 49.6 million in 2023. EBITDA was a loss of Euro 843 thousand (EBITDA profit of Euro 1.2 million in 2023). IL MATTINO SPA The Company publishes Il Mattino, the daily newspaper of Naples and since 1892 the leading newspaper in Campania and the most popular newspaper in Southern Italy, thanks to its long tradition and extensive regional reach. Il Mattino SpA in 2024 reported a Net Loss of Euro 1.7 million (Net Loss of Euro 1.4 million in 2023), against Operating Revenues of Euro 15.1 million compared to Euro 14.6 million in 2023 (-3.3%). EBITDA was a loss of Euro 513 thousand (loss of Euro 534 thousand in 2023). IL GAZZETTINO SPA The Company publishes the daily newspaper Il Gazzettino, founded in 1887 and the historic newspaper of Venice. Il Gazzettino is among the leading 10 daily newspapers in Italy in terms of circulation and the largest newspaper in the North-East. Entering the Caltagirone Editore Group in 2006, as is the case for the other Group newspapers -it is available also in an online and digital edition. Il Gazzettino SpA in 2024 reported a Net Profit of Euro 12.1 million, mainly due to dividends received from subsidiaries for Euro 14 million (Net Profit of Euro 150 thousand in 2023), against Operating Revenues of Euro 23.2 million, down 3.7% compared to Euro 24.1 million in 2023. EBITDA reports a loss of Euro 172 thousand (loss of Euro 60 thousand in 2023). LEGGO SRL The Company publishes the free newspaper Leggo. Founded in March 2001, Leggo is the leading free newspaper in Italy. In 2024, the Company reported a net profit of Euro 329 thousand (Euro 412 thousand in 2023), against Operating Revenues from advertising sales of Euro 3.1 million, in line with 2023. EBITDA amounted to Euro 228 thousand (Euro 314 thousand in 2023). CORRIERE ADRIATICO SRL The Company publishes the newspaper Corriere Adriatico which, founded in 1860, occupies a dominant position in the Le Marche region. Il Corriere Adriatico joined the Group in 2004. In 2024, Corriere Adriatico Srl reported a Net Profit of Euro 82 thousand (Net Profit of Euro 383 thousand in 2023). EBITDA amounted to Euro 51 thousand (Euro 208 thousand in 2023). QUOTIDIANO DI PUGLIA SRL The Company publishes Il Nuovo Quotidiano di Puglia, founded in 1979 and the most widely read newspaper in the Ionico Salentina region. In 2024, Quotidiano di Puglia Srl, publisher of the newspaper of the same name distributed in the provinces of Lecce, Brindisi, Taranto and Bari, returned Operating Revenues of Euro 4.3 million, up on Euro 4.2 million in 2023 (+2%), and a net profit of Euro 845 thousand (net profit of Euro 514 thousand in 2023), mainly due to dividends on listed shares. PIEMME SPA Piemme, founded in 1988, is the Group advertising agency with a portfolio comprising: Daily newspapers, each of which the undisputed leader in their respective regions, the Social Press, a modern social platform which everyday involves readers and web users, and online news websites and from March 2015 Piemme has also undertaken the local advertising on behalf of the RCS Group newspapers. Piemme is the leader on the central-south market. Gross advertising revenue in 2024 was Euro 69.4 million, up 6.3% from Euro 65.3 million in 2023. Advertising sales, net of the cost of purchasing advertising space on third-party publishers' titles, amounted to Euro 53.3 million, down on Euro 57.1 million in 2023 (-6.7%). The EBITDA loss was Euro 2.1 million (loss of Euro 724 thousand in 2023). The Company in 2024 reported a net profit of Euro 2.4 million (net loss of Euro 776 thousand in 2023). OTHER INVESTMENTS RELATED PARTY TRANSACTIONS TREASURY SHARES CORPORATE GOVERNANCE Finced Srl, a Group finance company, in 2024 reported a Net Profit of Euro 14.1 million (Net Profit of Euro 11.3 million in 2023), principally due to the receipt of dividends on listed shares. For information relating to the market trends and performances of the principal subsidiaries and the business strategies, reference should be made to the Directors' Report. For the transactions between the Companies of Caltagirone Editore SpA and other related parties, reference should be made to the Notes to the Separate Financial Statements and the Directors' Report of the Consolidated Financial Statements. At December 31 st 2024 Caltagirone Editore SpA had 18,209,738 treasury shares in portfolio, comprising 14.57% of the share capital for a value of Euro 23,640,924. The Shareholders' Meeting of April 19 th 2024 appointed the new Board of Directors for the 2024 -2026 three-year period, comprising 11 members, to remain in office until the approval of the 2026 Annual Accounts. The following directors were elected from the slate presented by Parted 1982 Srl: Alessandro Caltagirone, Azzurra Caltagirone, Francesco Caltagirone, Tatiana Caltagirone, Federica Barbaro, Massimo Confortini, Fabrizio Caprara, Francesco Gianni, Annamaria Malato and Valeria Ninfadoro. Pierpaolo Mori was elected from the minority slate submitted by the Shareholder Michele Bacciardi on his own behalf, and on behalf of the shareholders Pierpaolo Mori, Moreno Giacomelli, Tito Populin and Claudio Varaldi. The same Shareholders' Meeting appointed the Board of Statutory Auditors for the 2024-2026 three-year period which will remain in office until the approval of the 2026 Annual Accounts The following were elected from the slate presented by Parted 1982 Srl: Antonio Staffa and Dorina Casadei as Statutory Auditors, Fabiana Flamini and Gerardo Pennasilico as Alternate Auditors. Moreno Giacomelli, who assumed the role of Chairperson of the Board of Statutory Auditors, was elected from the minority slate submitted by the Shareholder Michele Bacciardi on his own behalf, and on behalf of the shareholders Pierpaolo Mori, Moreno Giacomelli, Tito Populin and Claudio Varaldi. On April 30 th 2024 the Board of Directors appointed Azzurra Caltagirone as Chairperson and Alessandro Caltagirone and Alessandro Caltagirone as Vice Chairs. The Board thereafter appointed, for the 2024 - 2026 three-year period, the members of the Control and Risks Committee as Directors Massimo Confortini (Chairperson), Tatiana Caltagirone, Federica Barbaro, Fabrizio Caprara and Valeria Ninfadoro, and the members of the Independent Directors Committee to assess related party transactions as Directors Francesco Gianni, Federica Barbaro, Massimo Confortini, Annamaria Malato, Valeria Ninfadoro and Pierpaolo Mori. The same Board meeting confirmed for 2024 the Executive Officer for Financial Reporting of the Company as Luigi Vasta. The Board of Directors' meeting of May 17 th 2024, called to express its opinion on the independence of the management and control bodies, declared, also on the basis of legal opinions provided by external professionals, the non-independence of the Director Mr. Pierpaolo Mori and the lapsing of such for the Chairperson of the Board of Statutory Auditors Mr. Moreno Giacomelli, given the existence of relationships of a financial nature connected to the shareholdings held by them in the Company's capital such as to compromise their independence pursuant to Article 148, paragraph 3, letter C) of the CFA. As a result, Director Mori was excluded from the Related Party Transactions Committee. The Shareholders' Meeting of June 21 st 2024, on the proposal of the shareholder Parted 1982 Srl, appointed Mr. Giuseppe Melis as Statutory Auditor and Chairperson of the Board of Statutory Auditors, whose mandate shall conclude, together with the other members of the Board of Statutory Auditors, with the Shareholders' Meeting called to approve the 2026 Annual Accounts. For further information on the Corporate Governance system of Caltagirone Editore SpA and the shareholders, pursuant to Article 123 bis of the Consolidated Finance Act, reference should be made to the "Annual Corporate Governance and Ownership Structure Report", prepared in accordance with the indications and recommendations of Borsa Italiana SpA and published in accordance with Article 89 of the Issuers' Regulations and available on the company website https://www.caltagironeeditore.com/en/governance-eng/shareholders-meetings/ OTHER INFORMATION SUBSEQUENT EVENTS Caltagirone Editore SpA ensures the protection of personal data in accordance with current legislative provisions. The Remuneration Report was made available at the registered offices and on the internet site of the company https://www.caltagironeeditore.com/en/governance-eng/shareholders-meetings/ as required by Article 123 ter of the CFA, which reports the information concerning the policy adopted by the company for the remuneration of members of the management and control boards, the remuneration paid to the members of these boards and the information on investments held by these parties. The Parent Company did not undertake research and development activity in the year and does not have any secondary offices. At December 31 st 2024, the company had 2 employees (unchanged on the previous year). The parent company is not subject to management and co-ordination in accordance with the applicable regulation, as its management body has full decision-making autonomy. The reconciliation of the shareholders' equity and net profit of the Group and of the Parent Company as per Consob Communication No. 6064293 of 28/07/2006 is attached to the present report. No significant subsequent events took place. PROPOSALS TO THE SHAREHOLDERS' MEETING Dear Shareholders, we propose to you the approval of the Financial Statements at December 31 st 2024, consisting of the Balance Sheet, Income Statement, Comprehensive Income Statement, Statement of Changes in Shareholders' Equity and the Cash Flow Statement, as well as the relative attachments and the Directors' Report. As the Legal Reserve has reached the limit of one-fifth of the Share Capital as per Article 2430 of the Civil Code, the Board of Directors proposes to the Shareholders' Meeting to allocate the net profit for the year of the Parent Company Caltagirone Editore SpA of Euro 40,169,130 as follows: Euro 803,382.60 as 2% available to the Board of Directors in accordance with Article 25 of the company's By-Laws; Euro 4,271,610.48 as the total dividend, corresponding to Euro 0.04 for each of the 106,790,262 ordinary shares currently in circulation, taking into account the treasury shares in portfolio, currently numbering 18,209,738; Euro 35,094,136.92 Euro to retained earnings. The Board finally proposes May 19 th 2025 for the allocation of the dividend coupon, based on the record date of May 20 th 2025, for the granting of profit distribution rights and the establishment of the dividend payment date, net of withholding taxes where applicable, as from May 21 st 2025 by the intermediaries appointed through the Sistema di Gestione Accentrata Monte Titoli SpA. Rome, March 12 th 2025 For the Board of Directors The Chairperson Ms. Azzurra Caltagirone ATTACHMENTS RECONCILIATION BETWEEN THE NET RESULT AND THE NET EQUITY OF THE PARENT COMPANY AND THE CONSOLIDATED NET RESULT AND NET EQUITY 31.12.2023 Net Result Net Equity Net Result and Net Equity for the year as per financial statements of the parent company 3,976 375,309 Contribution of subsidiary and associated companies 10,326 (12,492) Adjustment to the international accounting standards IFRS/IAS 1,928 72,557 NET RESULT AND NET EQUITY AS PER THE CONSOLIDATED FINANCIAL STATEMENTS 16,231 435,373 Euro thousands Net Result Net Equity RECONCILIATION BETWEEN THE NET RESULT AND THE NET EQUITY OF THE PARENT COMPANY AND THE CONSOLIDATED NET RESULT AND NET EQUITY 31.12.2024 Net Result and Net Equity for the year as per financial statements of the parent company 40,169 434,137 Contribution of subsidiary and associated companies 57,367 (34,747) Adjustment to the international accounting standards IFRS/IAS (9,722) 127,379 Elimination of inter-company dividends (79,623) - NET RESULT AND NET EQUITY AS PER THE CONSOLIDATED FINANCIAL STATEMENTS 8,191 526,769 Euro thousands CONSOLIDATED SUSTAINABILITY STATEMENT The Corporate Sustainability Reporting Directive (CSRD) is the regulatory framework established by the European Union to improve and standardise sustainability reporting by companies, effective from fiscal year 2024. In recent years, the Caltagirone Editore Group has embarked on a path of growth and consolidation in the sustainability reporting process, with the aim of ensuring increasingly structured, transparent and reliable communication. This process, which until last year saw the Group contribute metrics attributable to it to the consolidated reporting of the Caltagirone Group pursuant to Legislative Decree No. 254/2016, as of this year will be carried out with the publication of a Sustainability Statement of the Caltagirone Editore Group alone as required by Legislative Decree No. 125/2024 (Decree transposing Directive 2022/2464 known as CSRD). The Group's approach to CSRD has made it possible to optimise and develop the processes of the administrative bodies of the different entities, strengthening the understanding of ESG (environmental, social and governance) issues, which are essential for value creation in the short, medium and long term. This approach required extensive involvement of all business functions of Group companies to ensure effective data collection and strategic integration of sustainability information. In compliance with the provisions of the CSRD Directive, specific reporting standards - the European Sustainability Reporting Standards, ESRS - have been adopted that cover a wide range of sustainability issues, ensuring consistency and comparability across companies and sectors. Central to the Sustainability Statement and ESRS standards is the Double Materiality Analysis , which requires identifying the sustainability issues most relevant to an organisation's business and its value chain and assessing their impacts, risks and opportunities (IROs). Indeed, this approach provides a better understanding of the effects of activities on the environment and society, the risks associated with sustainability issues and the opportunities arising from responsible initiatives. For the purposes, therefore, of this Sustainability Statement, following the Double Materiality analysis process, the following ESRS topics have been identified as relevant ESG issues: General disclosures Climate Change Resource use and circular economy Own workforce Consumers and end-users Business Conduct Environment General Disclosure Social Governance ESRS G1 Business Conduct Below, in graphic form, are the specific disclosures broken down by scope that will be reported in this Statement: ESRS 1 General Requirements ESRS 2 General Disclosures ESRS E1 Climate Change ESRS E5 Circular Economy ESRS S1 Own Workforce ESRS S4 Consumers and End-Users GENERAL DISCLOSURE BP-1; BP-2 The Caltagirone Editore Group Sustainability Statement has been prepared on a consolidated basis and includes data from the parent company and its fully consolidated subsidiaries. In particular, it is reported that the scope of companies included in the consolidation scope coincides with that of the consolidated financial statements as of December 31 st , 2024 . The Caltagirone Editore Group Caltagirone Editore is one of Italy's leading publishing groups, active in newspaper publishing, digital information and advertising. The Group operates through national and local newspapers, reaching a wide base of readers and advertisers, ensuring wide-reaching and consistent dissemination of information to its readers. Group companies have embarked on a path of integrating ESG principles into their business model, with the aim of improving the sustainability of their activities and meeting the growing expectations of their stakeholders. Specifically, the sustainability strategy consists of the following areas: Environmental: Constant pursuit of energy efficiency in publishing activities and reduction of environmental footprint. Social: Promotion of quality information, protection of press freedom and enhancement of human resources. Governance: Adoption of policies of transparency and responsible management of the company. Time horizons This Sustainability Statement covers the reporting period January 1 st , 2024 -December 31 st , 2024, is prepared annually, and the period coincides with that of the Caltagirone Group's Consolidated Financial Report. The time horizons considered in the reporting are defined by ESRS 1 and match those of the consolidated financial statements: Short term : reporting period of one year; Medium-term : period of one to five years; Long term: period longer than five years. Data Restatement Where adjustments or restatements of data reported in the previous year are necessary, these are clearly indicated and justified within the Sustainability Statement. Reasons may include: Material errors identified in previous data; Changes in measurement and reporting criteria; Methodological adjustments to improve accuracy and comparability of reporting. It is emphasised that, for the purposes of this Statement, no adjustment or restatement was necessary. External Assurance and Verification The Sustainability Statement is subject to a limited audit (limited assurance) by KPMG SpA The audit also includes information and data related to the EU Taxonomy, in accordance with Article 8 of Regulation (EU) 2020/852. Use of Estimates and Uncertainty In some cases, the determination of the values contained in the Sustainability Statement is based on estimates, carried out in accordance with the relevant reporting standards. These estimates have been clearly highlighted in the document, with the relative degree of uncertainty indicated. In particular, in reporting GHG Scope 3 Emissions 5 for the first time, the Group used different estimation methodologies, all of which are allowed by the standard, to ensure the increasing level of detail and accuracy. For the purpose of maximum transparency, whenever the figure is an estimate, the specific methodology will be footnoted. GOVERNANCE OF THE SUSTAINABILITY STATEMENT GOV-1 Structure and composition of the administration body Caltagirone Editore SpA, while guaranteeing maximum transparency towards the market, has not deemed it necessary to formally adopt the Corporate Governance Code for Listed Companies, approved by the Corporate Governance Committee and promoted by Borsa Italiana SpA, in accordance, moreover, with the optional nature of the Code considering also its nature as mere holding company of shareholdings and its essential structure for managing them. GHG Scope 3 Emissions include all indirect emissions that occur in an organisation's value chain. In accordance with Article 14 of the By-Laws , Caltagirone Editore SpA is administered by a Board of Directors consisting of a minimum of 3 and a maximum of 15 members , elected by the Shareholders' Meeting. Directors hold office for a maximum period of three financial years and their term expires on the date of the Shareholders' Meeting called to approve the financial statements for the last financial year of their mandate 6 . The Shareholders' Meeting of April 19 th , 2024 set the number of Board of Directors members at 11 . GOVERNANCE BOARD OF STATUTORY AUDITORS BOARD OF DIRECTORS Chairperson Melis Giuseppe Chairperson Caltagirone Azzurra Statutory Auditors Staffa Antonio Casadei Dorina Vice-Chairperson Caltagirone Alessandro Caltagirone Francesco Alternate Auditors Flamini Fabiana Pennasilico Gerardo Directors Ninfadoro Valeria Caltagirone Tatiana Barbaro Federica Confortini Massimo Caprara Fabrizio Gianni Francesco Malato Annamaria Mori Pierpaolo For further information on the role and responsibility of the Board of Directors, see the Corporate Governance and Ownership Structure Report of Caltagirone Editore SpA. Board of Directors Name Age Gender Position Executive/ Indipendence Term Term Non-Executive start date end date Caltagirone Alessandro 55 M Vice-Chairperson Non-Executive Non-Independent 19/04/2024 31/12/2026 Caltagirone Azzurra 51 F Chairperson Executive Non-Independent 19/04/2024 31/12/2026 Caltagirone Francesco 56 M Vice-Chairperson Non-Executive Non-Independent 19/04/2024 31/12/2026 Caltagirone Tatiana 57 F Director Non-Executive Non-Independent 19/04/2024 31/12/2026 Barbaro Federica 53 F Director Non-Executive Independent 19/04/2024 31/12/2026 Caprara Fabrizio 65 M Director Executive Non-Independent 19/04/2024 31/12/2026 Confortini Massimo 70 M Director Non-Executive Independent 19/04/2024 31/12/2026 Gianni Francesco 73 M Director Non-Executive Independent 19/04/2024 31/12/2026 Malato Annamaria 56 F Director Non-Executive Independent 19/04/2024 31/12/2026 Mori Pierpaolo 67 M Director Non-Executive Independent 19/04/2024 31/12/2026 Ninfadoro Valeria 55 F Director Non-Executive Independent 19/04/2024 31/12/2026 Collegio Sindacale Name Age Gender Position Executive/ Term Term Non-Executive start date end date Melis Giuseppe 53 M Chairperson n.a. 21/06/2024 31/12/2026 Staffa Antonio 81 M Statutory Auditor n.a. 19/04/2024 31/12/2026 Casadei Dorina 63 F Statutory Auditor n.a. 19/04/2024 31/12/2026 Flamini Fabiana 56 F Alternate Auditor n.a. 19/04/2024 31/12/2026 Pennasilico Gerardo 65 M Alternate Auditor n.a. 19/04/2024 31/12/2026 It is worth noting that, in compliance with specific legal requirements, but also in observance of a principle of diversity and inclusion, the Board of Directors includes 40% women and 44% Independent Directors among its members. At the same time, the Board of Statutory Auditors also includes among its standing members a female presence of 1/3, a percentage that is aligned to 40% considering the alternate members. Internal Committees to the Board of Directors The approach to governance adopted by the Directors, at the clear indication of the shareholder base, has long since seen the structuring of two Committees, to support and strengthen the Board, described below: The Related Party Transactions Committee , as required by the applicable regulation, exclusively comprises Independent Directors in accordance with the Consolidated Finance Act; The Control and Risks Committee, composed of an Executive Director and four Non-Executive Directors, of which three independents. The specific characteristics and powers of the two committees are discussed in more detail in the following sections of this Statement 7 . For further information regarding the role and responsibilities of the Board of Directors, see the Corporate Governance Report of Caltagirone Editore SpA.

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