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Caltagirone Editore

Annual Report Mar 26, 2025

4112_10-k_2025-03-26_9fa13083-ef49-4cad-b236-7404d7efa32c.pdf

Annual Report

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ANNUAL FINANCIAL REPORT December 31ST 2024

SHAREHOLDERS' MEETING OF APRIL 16TH 2025

AGENDA

    1. Presentation of the Separate and Consolidated Financial Statements for the year ended December 31st 2024, together with the Directors' Report, Board of Statutory Auditors' Report and the Independent Auditors' Report; resolutions thereon;
    1. Remuneration Policy and Report; resolutions thereon.

DELEGATED POWERS

In accordance with Consob recommendation No. 97001574 of February 20th 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.

Corporate Boards

Board of Directors for the 2024-2026 three-year period

Chairperson Azzurra Caltagirone
Vice-Chairperson Alessandro Caltagirone
Francesco Caltagirone

Directors Federica Barbaro 1

Tatiana Caltagirone Fabrizio Caprara Massimo Confortini 1 Francesco Gianni 1 Annamaria Malato 1 Pierpaolo Mori Valeria Ninfadoro 1

Board of Statutory Auditors for the 2024-2026 three-year period

Chairperson Giuseppe Melis
Statutory Auditors Antonio Staffa
Dorina Casadei
Executive Officer for Financial
Reporting
Luigi Vasta
Independent Audit Firm KPMG SpA

1 Independent Directors

CONTENTS

31ST 2024
RECONCILIATION BETWEEN THE NET RESULT AND THE NET EQUITY OF THE
PARENT COMPANY AND THE CONSOLIDATED NET RESULT AND NET EQUITY
SUSTAINABILITY STATEMENT
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
LIST OF INVESTMENTS AT 31.12.2024
FINANCIAL STATEMENTS
DIRECTOR'S REPORT ON THE GROUP RESULTS FOR THE YEAR ENDED DECEMBER
9
25
26
102
110
168
170
NOTES TO THE FINANCIAL STATEMENTS 178

DIRECTOR'S REPORT ON THE GROUP RESULTS FOR THE YEAR ENDED DECEMBER 31ST 2024

INTRODUCTION

The present Directors' Report refers to the Consolidated and Separate Financial Statements of Caltagirone Editore SpA (hereafter also "the Group") at December 31st 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.

Euro thousands 2024 2023 cge. cge.%
OPERATING REVENUES
CIRCULATION REVENUES
ADVERTISING REVENUES
REVENUES FROM SERVICES
OTHER CIRCULATION REVENUES
OTHER REVENUES AND INCOME
112,002
39,340
58,234
1,535
3,110
9,783
116,465
42,444
61,918
1,484
2,806
7,813
(4,463)
(3,104)
(3,684)
51
304
1,970
(3.8%)
(7.3%)
(5.9%)
3.4%
10.9%
25.2%
OPERATING COSTS
RAW MATERIALS, SUPPLIES &
CONSUMABLES
LABOUR COSTS
OTHER OPERATING COSTS
(111,218)
(9,214)
(49,916)
(52,088)
(110,897)
(11,177)
(48,292)
(51,428)
(320)
1,963
(1,624)
(659)
(0.3%)
17.6%
(3.4%)
(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%)

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 31st 2024 is as follows:

Euro thousands 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

* The Net Financial Position in accordance with Consob Communication DEM 6064293 of July 28th 2006, updated on the basis of the Call to attention No. 5/21 of April 29th 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 31st 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 31st 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 6.491 % 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 .

1 ADS figures (Newspaper Sales Figures) Total Paid Subscriptions Italy as defined in applicable Regulation (January-December 2024 vs January-December 2023)

2 FCP Assoquotidiani research institute figures – December 2024 compared with 2023 3 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,

4 Audicom Total Audience average day data: average data January-December 2024 (including TALs)

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.

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

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

"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 12th 2010.

The information on transactions with related parties, including those required by Consob communication of July 28th 2006, are shown in the Notes to the consolidated and separate financial statements.

Other information

During the year, the Companies of the Caltagirone Group did not carry out any research and development activity.

At December 31st 2024, there were 577 employees (576 at December 31st 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.

Outlook

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 23rd 1994:

Euro thousands 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

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 31st 2024 was Euro 434.1 million (Euro 375.3 million at December 31st 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:

Euro thousands 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)

* The Net Financial Position in accordance with Consob Communication DEM 6064293 of July 28th 2006, updated on the basis of the Call to attention No. 5/21 of April 29th 2021, is illustrated at Note 8 of the Notes to the Consolidated Financial Statements.

The net financial position at December 31st 2024 was a cash position of Euro 24.7 million (debt of Euro 37.5 million Euro at December 31st 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 S.r.l., 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

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.

RELATED PARTY TRANSACTIONS

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.

TREASURY SHARES

At December 31st 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.

Corporate Governance

The Shareholders' Meeting of April 19th 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 30th 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 17th 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 21st 2024, on the proposal of the shareholder Parted 1982 S.r.l., 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 http://www.caltagironeeditore.com/governance/assemblea-azionisti/

OTHER INFORMATION

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 http://www.caltagironeeditore.com/governance/assembleaazionisti/ 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 31st 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.

Subsequent events

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 31st 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 19th 2025 for the allocation of the dividend coupon, based on the record date of May 20th 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 21st 2025 by the intermediaries appointed through the Sistema di Gestione Accentrata Monte Titoli SpA.

ROME, MARCH 12TH 2025

FOR THE BOARD OF DIRECTORS THE CHAIRPERSON MS. AZZURRA CALTAGIRONE

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 Net Equity
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
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

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

Below, in graphic form, are the specific disclosures broken down by scope that will be reported in this Statement:

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, 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, 2024 - December 31, 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 S.p.A. 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 for the first time5 , 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 S.p.A., 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 S.p.A., 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.

In accordance with Article 14 of the By-Laws, Caltagirone Editore S.p.A. 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 mandate6 .

5 GHG Scope 3 Emissions include all indirect emissions that occur in an organisation's value chain. 6 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.

The Shareholders' Meeting of April 19, 2024 set the number of Board of Directors members at 11.

Governance
Board of Statutory Auditors Board of Directors
Chairperson Chairperson
Melis Giuseppe Caltagirone Azzurra
Statutory Auditors Vice-Chairperson
Staffa Antonio Caltagirone Alessandro
Casadei Dorina Caltagirone Francesco
Alternate Auditors Directors
Flamini Fabiana Ninfadoro Valeria
Pennasilico Gerardo Caltagirone Tatiana
Barbaro Federica
Confortini Massimo
Caprara Fabrizio
Gianni Francesco
Malato Annamaria
Mori Pierpaolo

Board of Directors
Name Age Gender Position Executive/Non-Executive Independence Term start date Term 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 રેદ 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 દર્ 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
Board of Statutory Auditors
Name Age Gender Position Executive/Non-Executive Term start date Term end date
Melis Giuseppe ਟਤੋ 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 દિર F Statutory Auditor n/a 19/04/2024 31/12/2026
Flamini Fabiana ટેદ F 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 independent.

The specific characteristics and powers of the two committees are discussed in more detail in the following sections of this Statement.7

The Control and Risks Committee

Composed, as described above, of one Executive Director and four Non-Executive Directors, three of whom are Independent Directors, its function is to support the Board in assessing the adequacy of internal controls and corporate risk management.

In fact, the following investigative activities for the Board of Directors are the responsibility of the Committee:

  • a) assisting the Board of Directors in defining the guidelines of the internal control system;
  • b) expressing opinions on specific aspects of the identification of the main corporate risks as well as the design, implementation and management of the internal control system;
  • c) providing, where required by the relative procedures, an opinion to the Board of Directors in relation to pre-established operations.

The Board of Statutory Auditors, in the person of the Chairperson of the Board of Statutory Auditors or other Statutory Auditor, participates in the work of the Committee, and the minutes of the meetings are regularly maintained in a special book kept at the Group's administrative secretariat.

The Committee has the power to access, including through the Internal Control Officer, all information and company functions necessary for the performance of its duties. The Board of Directors did not define the terms and limits in which the Committee may utilise external consultants, considering that the Committee may from time to time freely request, based on the matters on hand, the necessary information and advice from external consultants.

The Board of Directors has also appointed the Internal Control Officer, who, being an Executive of the Group, has direct access to all information relevant to the performance of his duties and reports on his work to the Internal Control and Risk Management Committee.

The Board of Directors, given the Holding structure of the Company Caltagirone Editore S.p.A. and given the control structure principally undertaken by the individual operating units and subsidiary companies, did not consider it necessary to create an internal auditing function.

7 For further information regarding the role and responsibilities of the Board of Directors, see the Corporate Governance Report of Caltagirone Editore S.p.A.

The Internal Control System

The Internal Control and Risk Management System consists of the set of rules, procedures and organisational structures designed to ensure sound, proper business management aligned with established objectives. This is done through an appropriate process of identifying, measuring, managing and monitoring major risks.

The Board of Directors has outlined and illustrated the basic features of the Internal Control and Risk Management System, with particular reference to the financial disclosure process, including consolidated financial disclosure.

The internal control system involves several parties, each with specific roles and within their own areas of responsibility, namely:

  • a) the Board of Directors, which carries out a directive role and evaluates the adequacy of the Internal Control and Risk Management System;
  • b) the Control and Risks Committee, working with an Internal Control Manager, with a duty to support, with appropriate investigative activities, the evaluations and decisions of the Board of Directors concerning the Internal Control and Risk Management System, in addition to those concerning the approval of the relative periodic financial reports;
  • c) the Board of Statutory Auditors, which oversees the efficacy of the Internal Control and Risk Management System;
  • d) the other roles and corporate duties with specific regard to Internal Control and Risk Management, established in relation to the size, complexity and risk profile of the company (Executive Officer for Financial Reporting, Directors and Statutory Auditors of the Group's subsidiaries).

The Group's operational activities are performed in strict compliance with established procedures that include:

  • a "first level control", comprising a series of controls on production processes carried out by the individual Group companies. These control activities are undertaken primarily by the operating management and are an integral part of each corporate process;
  • a "second level control" carried out by the Internal Control Committee through the Internal Control Manager, principally with the purpose of identifying all business risks through periodic verification of processes, both in terms of control adequacy and in terms of efficiency.

Board of Statutory Auditors

Article 22 of the By-Laws provides that the Board of Statutory Auditors consists of a Chairperson, two Statutory Auditors and two Alternate Auditors. The Board of Statutory Auditors exercises all the functions required by law and by the company By-Laws. The duration of the appointment is in accordance with law; the Statutory Auditors may be re-elected.

The By-Laws establishes that the composition of the Board of Statutory Auditors must comply with the applicable gender equality laws and regulations.

The Statutory Auditors must meet the requirements of integrity, independence and professionalism established by current regulations.

The Board of Statutory Auditors is called upon not only to supervise compliance with the law and the By-Laws and adherence to the principles of proper administration in the conduct of corporate activities, but also the effectiveness of the Internal Control and Risk Management System, as well as the processes of financial disclosure, the legally-required audit, and the independence of the company or independent audit firm.

Executive Officer for Sustainability Reporting

In compliance with the Transparency Directive (Legislative Decree No. 254/2016, transposing Directive 2014/95/EU), the Caltagirone Group has appointed the Executive Officer for Sustainability Reporting, who is in charge of ensuring the proper implementation of ESG policies and reporting of non-financial information.

Specifically, the Executive Officer is responsible for coordinating the process of collecting, validating and communicating information in the environmental, social and governance fields, ensuring compliance with Italian and European regulations.

The Executive is also responsible for overseeing ESG risk management, monitoring the Group's sustainable performance, and ensuring the transparency of publicly disclosed information.

His/her function includes verifying the proper implementation of ESG strategies, with a focus on the accuracy and reliability of data and ensuring that information is promptly reported to the Board of Directors for approval.

Article 23 of the By-Laws stipulates that the Executive Officer shall be appointed annually by the Board of Directors after consultation with the Board of Statutory Auditors.

The position is awarded to an individual with executive status who holds a hierarchical position of direct reporting to top management and who possesses:

  • a) professionalism requirements, demonstrated by at least three years of qualified experience in administration and control, in management or advisory roles within listed companies and/or their Groups, or in companies, entities or enterprises of significant size and importance, including in the preparation and control of accounting and corporate documents;
  • a) honourability requirements for members of the administration body and not being, either at the time of appointment or thereafter, in one of the legal situations governed by Article 2382 of the Civil Code.

Finally, it is emphasised that in complying with the obligations of the Transparency Directive, the Group Executive Officer ensures that relevant information is complete, clear, and easily accessible, helping to strengthen the transparency of the Group's sustainable management and facilitating communication to stakeholders.

Defining and Monitoring Strategic Objectives

Defining Objectives

The Double Materiality analysis process and its results are relevant not only for the purpose of sustainability reporting but, more importantly, as a starting point for the definition of strategic objectives in the ESG sphere and for their periodic verification. The materiality, in fact, of IROs for sustainability disclosure purposes must also be considered for the purposes of strategic planning, which will be measured over time with quantitative and qualitative indicators.

Current Status and Future Prospects

Currently, Group-wide targets have not yet been formalised, although there is a link between the main relevant IROs and the ESG pillars taken into account for business planning purposes. The parent company and the Group companies, however, aware that such planning is not only an issue of compliance with reporting standards but also a necessary step on the path of transition to increasingly sustainable management models, are willing to proceed with detailed planning that will draw on a solid database and the creation of efficient control environments, which are essential to ensure the quality of information and support for strategic decisions, as well as the forthcoming definition of precise targets. In addition, it is reported that although Group Companies have not formalized policies to monitor, manage and mitigate risks attached

to their line of business, a corporate structure is however already in place that guides them in their relationship with suppliers and end-users aligned with ESG best practices.

Board of Directors' approach to sustainability

GOV-2, GOV-3, GOV-4

The process, developed vertically to involve all stakeholders, has been structured internally as of this year and is in the process of being formalised to enable stakeholder involvement. Through the development of ad hoc surveys, Group companies aim to ensure that their Boards of Directors, management and auditors are constantly monitoring ESG priorities and IROs.

Sending of information
Corporate body Manager Type of information provided
Risks Committee Executive Officer for
Financial Reporting
Not scheduled Materiality
Board of Statutory Auditors Executive Officer for
Financial Reporting
Not scheduled Analysis Data collection process Final Reporting

The analysis process involved:

  • The mapping of direct and indirect impacts generated by Group activities;
  • The assessment of financial and operational risk associated with sustainability matters;
  • The involvement of key business functions in the validation of material issues.

In particular, the impacts reported in the IRO 2024 long-list, i.e. the analysis useful for mapping the entire range of impacts, risks and opportunities related to Group Companies and its value chain over the reporting period, allowed management to focus on the issues that emerged as most relevant from the bottom-up analysis.

Below is the IRO 2024 long-list, broken down by impact materiality and financial materiality:

IMPACT MATERIALITY POSITIVE IMPACTS
NEGATIVE IMPACTS
Climate change adaptation Increasing the value generated by the
company through exploitation of
climate change by taking into account
the risks and planning in a timely
manner to prevent them.
Loss of competitive advantage and
exposure to environmental risks that
can generate increased costs, due to
failure to assess physical risks.
Energy Consumption Reduced operating costs and
improved corporate image through the
use of sustainable energy solutions,
which can translate into significant
savings in the long term, improving the
competitiveness and economic
sustainability of the enterprise.
Increasing costs from fossil fuel
energy use, with increasing exposure
to possible regulatory restrictions.
Energy Consumption Emissions related to newspaper
distribution.
Emissions related to transportation of
paper used by the Group for
newspaper production.
Water Water resource pollution related to ink
disposal.
Paper use and circularity of
materials
Significant reduction in waste
generated and resource use through
the use of printable materials of
recycled origin, as well as reusable
shipping and logistics solutions and
packaging.
Increased plastic waste and inefficient
utilisation of resources resulting from
failure to implement a strategy to
reuse recycled materials.

Paper use and circularity of
materials
Discouragement of deforestation
through circular paper use and sector
wide promotion of initiatives aimed at
resource use efficiency.
Negative impact on the issue of
deforestation caused by the inefficient
use of paper.
Data Protection Improved operational efficiency and
security of corporate and end-user
information by adopting advanced
technologies and data protection
protocols. This approach also allows
for the optimisation of organisational
processes.
Violation of information security
measures, which can cause a
slowdown in business activities.
Intellectual property and
copyright protection
Enhancement of enterprise-produced
content by encouraging the
Loss of originality of content produced
development of original and quality
by the Group due to a failure to
products through the promotion of
enhance the intellectual property of
intellectual property compliance
publishers.
through licensing agreements and
collaborations.
Digitalisation Reaching a wider customer base by
investing in innovative digital content
and products.
Creation of inequalities to customers
with limited access to IT services
offered.
Transparent governance Promoting fair and transparent
business management that
Loss of reputation and trust of its
incentivises adherence to the ethical
stakeholders, undermining the long
principles of the profession and fosters
term sustainability of the business.
innovation within the market
environment.
Responsible Value Chain Improving the quality and resilience of
the value chain by recycling materials,
diversifying suppliers, and adopting
sustainable sourcing practices.
Variation in supply prices and
increasing alienation of consumers
due to over-reliance on single, non
sustainability-compliant suppliers with
possible harm to the environment and
community

Increasing the quality of editorial content by maximising the potential of its workers, boosting productivity and quality of work through ongoing training, mentoring and support for skills improvement.

Loss of competitiveness and innovation, resulting in reduced business attractiveness to end consumers.

Occupational health and safety

Management and development

of human capital

Reduction of occupational accidents and work-related ill health, as well as improvement of working conditions within printing houses by implementing additional safety measures beyond that already required by current regulations.

Creation of a work environment that can generate significant health to safety risks for workers due to a failure to assess risks and exposure to critical activities and working conditions.

Attraction and enhancement of human capital

Creating a dynamic, stimulating and innovative work environment that attracts new talent and maximises skills, while increasing efficiency and production.

High turnover rate due to an unmotivating work environment with little opportunity for growth and development, which generates a loss of skills and difficulty in retaining qualified talent with negative repercussions toward the effectiveness of meeting the dynamic demands of the industry.

Labour and industrial relations

Developing an open and transparent dialogue with the workforce by building constructive labour relations that contribute to increased productivity and quality of content produced.

Development of conflict situations between the company and workers arising from individual and/or collective problems associated with the organisation of work and the relationship with trade unions.

Local communities

Consolidation of a reputational advantage with local communities by promoting activities aimed at enhancing the communities and the surrounding area.

Reputational damage to communities, with potential loss of customer trust due to failure to value and pay attention to surrounding community.

FINANCIAL MATERIALITY RISKS OPPORTUNITY
Transparent governance Increased reputational risks with the
possibility of higher economic costs,
which could undermine the ability to
compete effectively in the market.
Development of enduring
relationships, based on ethical and
transparent principles, with internal
and external stakeholders, thanks in
part to the establishment of
contractual agreements to increase
business resilience and
responsiveness to changes in the
industry.
Intellectual property and
copyright protection
Loss of competitiveness due to unfair
remuneration for published content,
which does not value the work done
by authors
Increasing the value generated by the
Group and enhancing the value of
authors' work, ensuring the
independence of the content produced
resulting in consolidation of the level
of reader loyalty and trust throughout
the editorial offerings.
Digitalisation Reduction in profits generated due to
loss of satisfaction and interest from
non-digitalisation-oriented customers
with inability to access digital
resources.
Increased revenues through increased
market share, reaching new
customers oriented toward the use of
digital products, and through the sale
of additional advertising products to
traditional print media.
Social role and responsibility to
the community
Driving away investors, business
partners and readers/consumers,
resulting in loss of market share and
profits generated at Group level.
Occupational health and safety Failure to take preventive measures
may generate increased costs
resulting from the restoration of
production following any disruptions
caused by accidents, as well as
possible administrative penalties
resulting from a failure to enforce

occupational health and safety regulations, resulting in reputational damage.

Increased logistical difficulties and operating costs due to the lack of a firm and responsible relationship with the supply chain, which directly impacts end-customer loyalty and product sales.

Reducing logistics costs by developing a transparent relationship with the supply chain that allows for efficiency in the distribution and pickup of printed paper and ensures the recycling of waste materials produced within the printing plants, contributing to circularity and reduced emissions.

Increased costs and lost revenue resulting from expenses required to restore business following any disruptions caused by cyber security breaches.

Reducing operational costs related to enterprise management processes by minimising any inefficiencies, both economic and in terms of operations, resulting from breaches of security measures that could jeopardise business continuity.

Management and development of human capital

Responsible value chain

Data Protection

Inadequate training offered to employees, identified as reduced enhancement, can lead to increased employee turnover, operational inefficiencies or the need for corrective action resulting in increased costs.

Improvement of the company's operational efficiency and creation of quality content, which allows it to increase product presence in the market and worker retention, thus decreasing costs resulting from turnover.

Paper use and circularity of materials

The increase in non-circular waste may generate increased costs for its management and disposal, as well as exposure to hypothetical risks from penalties for non-compliance with environmental regulations.

Reducing costs arising from logistics and disposal of waste generated (particularly printed paper), as well as those related to the procurement of new raw materials by contributing to more efficient resource management, increasing profit margins on units sold.

Reputational damage in the eyes of stakeholders, including investors and end-users, which could result in longterm economic losses, reduced business opportunities with surrounding communities and exposure to possible penalties from environmental authorities or regulators.

Generating new shared value by supporting local communities through redevelopment initiatives while promoting environmental improvement and social cohesion. Such activities can strengthen the link between the company and the local area, thus increasing the value of the company to the outside world.

Climate change management

Local communities

Increased vulnerability to extreme weather events, with the possibility of business interruption and consequent increased costs resulting from the need to restore operations.

Creating a competitive advantage to reduce operating costs through careful risk assessment and an action plan to reduce operating costs associated with extreme weather events and ensure greater economic stability and business continuity.

Labour and industrial relations

Increased costs resulting from any conflicts with unions and the company's employees may manifest as strikes or disruptions in production activities. The development of these events may generate additional litigation relating to the management and restoration of production normality, resulting in reputational damage.

Lower management costs resulting from reduced absenteeism and employee turnover, reducing conflicts with Group management and improving job satisfaction. Developing a climate of trust can facilitate innovation and creativity, helping to create better economic outcomes and consolidate a stronger market position.

Attraction and enhancement of human capital

Increased operating costs due to high turnover rate, resulting in the need to increase costs related to hiring and induction of new resources and training and development programs. Such an environment can undermine innovation, driving away valuable talent and limiting the company's ability to respond to market challenges.

Increasing the Group's repute through collaboration with universities and research institutions (by formalising internships) that allow for generational change, as well as the encouragement of mobility within the publishing Group's entities, with the possibility of developing new products and expanding the business in which it operates. This approach maximises the return on human capital investments made by the Group.

Unexpected costs due to the sudden need to invest in more sustainable technologies to comply with environmental regulations, leading to high upfront costs.

The implementation of more efficient energy solutions, including the choice of a renewable energy mix (especially for printers, considered the main draw on energy needs) allows for a reduction in energy expense, leading to considerable savings in the long run, as well as a reputational boost for the company.

Social role and responsibility to the community

Energy consumption

Driving away investors, business partners and readers/consumers, resulting in loss of market share and profits generated at Group level.

The emerging IROs made it possible to identify material issues and consequently to identify Disclosure Requirements (DR), Data Points (DP) and related metrics to be reported.

Sustainability Statement and oversight

The Group's Sustainability Statement follows a consolidated approach, ensuring a unified view of ESG performance and its implementation among individual operating companies. This method makes it possible to:

  • Aggregate ESG data uniformly at Group level;
  • Provide qualitative insights into specific operational entities or activities;
  • Ensure consistency between financial and non-financial information.

While the Parent Company and Group companies do not currently have formal sustainability guidelines, they recognise the growing importance of ESG issues and are assessing whether to:

  • Formalise a governance framework for managing sustainability matters;
  • Define and formalise a policy in the ESG area;
  • Define an ESG action plan with clear and measurable goals in the medium to long term, based on the results of the DMA analysis.

Sustainability Due Diligence Process

Currently, the parent company Caltagirone Editore S.p.A. has not formalised a Due Diligence process specifically dedicated to sustainability matters. However, the Group is aware of the growing importance of the management of impacts, risks and opportunities (IROs) related to ESG factors and is assessing possible developments in this direction.

Current management of sustainability aspects

Although there is no structured ESG Due Diligence, the Group Companies:

  • Monitor key ESG risks and opportunities through the Materiality Analysis, which guides the identification of those aspects most relevant to their business and value chain;
  • Integrate some ESG aspects into operational management, particularly with regard to regulatory compliance and stakeholder expectations;
  • Follow the evolving regulatory framework, including CSRD and ESRS requirements, with the aim of progressively strengthening their sustainability management.

It should be noted, however, that in order to align with market best practices and emerging regulatory requirements, the Group companies are in the process of evaluating the introduction of:

  • A structured sustainability Due Diligence process that can identify, prevent, mitigate and monitor ESG impacts throughout the value chain;
  • Mechanisms to control and manage ESG risk, integrating sustainability into business decision-making processes;
  • Stakeholder and supplier engagement procedures to improve transparency and management of indirect impacts generated along the value chain.

Risk management in sustainability reporting

GOV-5

The parent company Caltagirone Editore S.p.A. has adopted internal control systems for sustainability reporting, inspired by the approach used for financial reporting.

These systems are based on control frameworks that assess risks related to the accuracy and completeness of ESG data. The process of collecting sustainability information is governed by an internal procedure that manages the flow of information for the preparation of Caltagirone Editore S.p.A.'s consolidated Sustainability Statement, whose information is an integral part of Caltagirone Editore S.p.A.'s consolidated financial statements. This procedure defines the roles and responsibilities of those involved in the collection and validation of quantitative and qualitative information for the preparation of the Sustainability Statement.

The scope of internal control and risk management processes affects all stages and activities under the procedure, ensuring monitoring of the reliability of information for each company involved in the consolidation process. Within the procedure for preparing sustainability reporting, each step within the process is analysed in detail for each company. The stages considered include:

  • Understanding of context;
  • Identification of actual and potential IROs related to sustainability matters;
  • Assessment and determination of material IROs related to sustainability matters;
  • Definition of relevant sustainability matters;
  • Preparation of the Sustainability Report;
  • Preparation of Taxonomic Disclosure.

A coordinator and stakeholders (Data Owner) are identified for each phase and company, assigning specific tasks and roles. This approach allows for the timely identification of responsible parties, providing clarity on the responsibilities and competencies of each business function in the management of sustainability disclosures.

Elements most at risk include, but are not limited to, the completeness and integrity of data, the accuracy of estimates, the availability of information along the value chain, both upstream and downstream, and the timing of information collection and reporting.

All information from subsidiaries is collected and consolidated by preparing the draft Sustainability Statement. Subsequently, the document is forwarded to the subsidiaries for review and validation of their information, with the possibility of proposing any additions or changes, thus ensuring compliance with ESRS. The document is reviewed by the Executive Officer for Sustainability Reporting, who verifies the proper process of preparing the Statement and certifies that the information complies with the reporting standards applied under the CSRD Directive.

Once the content validation is completed, the draft Sustainability Statement is included within the financial statements document, following the approval process provided for the Group's consolidated financial statements.

In addition, the information contained in the Sustainability Statement is verified through a limited audit by the appointed independent audit firm, in compliance with the regulatory dictate contained in Legislative Decree No. 125/2024.

The main risks identified relate to data from the value chain, which are thus derived from external sources over which direct control is not exercised. To mitigate these risks, the Sustainability Statement group is working to gain knowledge on operational procedures and to establish governance for data collection and control systems.

For value chain information, the Group has established a process of dialogue with its suppliers to ensure a continuous exchange of perspectives and expectations and a shared understanding of the needs of its affected stakeholders in terms of data quality.

Future Developments

To mitigate these risks, the company is working to gain more operational knowledge and to establish specific procedures for the collection and control of data on third party companies.

Strategy, Business Model and Value Chain

SBM-1

Caltagirone Editore S.p.A. operates as a holding company in the publishing industry. The Group controls a number of companies that operate some of Italy's leading newspapers, recognised for their long history and regional leadership. The business model is based on the integration of traditional and digital publishing activities, offering daily newspapers in print, digital and online versions. The Group operates through several business areas:

  • Content production and distribution: The main newspapers, such as Il Messaggero, Il Mattino, Il Gazzettino, Corriere Adriatico, Nuovo Quotidiano di Puglia and Leggo, represent the core business, guaranteeing quality information and a strong presence in the territory.
  • Advertising and commercial services: Through Piemme S.p.A., the Group manages advertising sales not only on its own channels, but also on third-party platforms, maximising the commercial value of its media assets.
  • Digital innovation and integrated solutions: CED Digital & Servizi S.r.l. leads the Group's digital transformation, developing and managing innovative solutions that integrate traditional publishing offerings with advanced digital services.
  • Operational and production support: Printing activities (carried out by Stampa Roma 2015, Stampa Napoli 2015 and Stampa Venezia 2015) and general services (provided by Servizi Italia 15 S.r.l.) complete the Group's operating model, ensuring continuity and efficiency in content production and distribution.

Description of the Value Chain

The Caltagirone Editore Group's internal and external value chain is structured to optimise each stage of the process, from content creation to final distribution, creating value for customers and ensuring a sustainable competitive advantage.

  • Upstream phase:
    • a) Procurement and resource management: This concerns the activities required for information and third party data gathering, content management and the internal adoption of innovative technologies to support the publishing processes of Group Companies. In particular, paper is sourced exclusively through suppliers with environmental and reforestation certifications, such as from the FSC (Forest Stewardship Council) in Europe and Canada;
    • b) Development and innovation: The divisions dedicated to digital innovation and the development of new solutions (CED Digital & Servizi S.r.l.) ensure the constant updating of skills and technologies, which are essential for maintaining relevance in the market.
  • Downstream phase:
    • a) Production and distribution: Includes the printing and circulation of newspapers, both in print and digital formats, ensuring widespread coverage and accessibility of information.
    • b) Commercialisation and marketing: The management of advertising activities, handled by Piemme S.p.A., makes it possible to enhance editorial content and effectively reach the final audience.
    • c) Support services: Operational, administrative and logistical support functions, carried out by companies such as Servizi Italia 15 S.r.l., ensure the continuity and efficiency of the entire chain.

This integrated structure allows Caltagirone Editore to create value through a dynamic and flexible business model that combines the tradition of information with digital innovation, optimising resources and strengthening competitive advantage in the market. Specifically, the actors involved in the Group's value chain are shown in the following tables.

Materiality Analysis IRO-1; SBM-3; SBM 2

Valuation Process

Materiality is the principle that guides companies in preparing their Sustainability Statement, focusing on those aspects that significantly affect their ability to generate value over time. This process involves identifying the issues most relevant to stakeholders while considering the impacts on the economy, the environment, and people, including human rights, in the context of its business activities and relationships, with an approach that has seen this process actively involve all Group Companies with an upward shift in IROs for consolidation purposes.

Materiality analysis, required by Legislative Decree No. 125/2024, is used to identify the key aspects to be reported, the "Material Topics". A topic is considered "material" if it is able to influence the decisions, actions, and performance of the organisation and its stakeholders. Therefore, establishing a constructive dialogue with stakeholders is essential to understand their needs and expectations and to determine the most relevant issues for the company and its stakeholders.

In line with European regulations introduced by the Corporate Sustainability Reporting Directive (CSRD), the Caltagirone Editore Group has updated and approved a materiality matrix, based on the concept of Double Materiality.

  • Impact materiality: assesses the impact of sustainability issues on the organization's economic and financial performance and studies the effects the organisation has or could have on the economy, the environment and people ("Inside-out" perspective);
  • Financial materiality: identifies material topics from the perspective of opportunities and risks that affect or could affect the company's financial position, financial performance and cash flows, and in the short, medium or long term. ("Outside-In" perspective).

This approach provides a more comprehensive and strategic view of relevant aspects, improving the organisation's ability to manage risks and seize sustainability-related opportunities.

For the Caltagirone Editore Group, the materiality analysis process was carried out through the following methodological steps.

Analysis of organisational context by benchmarking with leading industry peers

This first phase is the start of the materiality analysis process and aims to provide a clear, comprehensive, and transparent view of how ESG (Environmental, Social, and Governance) issues are addressed within the relevant industry.

To carry out this analysis, industry studies, research conducted by universities and other national and international institutions were considered. A group of companies comparable in business and size (peers) was examined, analysing key ESG impacts, material issues, and short-, medium-, and long-term sustainability goals. A comparative analysis was then undertaken of the results obtained, both quantitative and qualitative, in which the benchmarking performance was analysed with the activities and strategic and operational vision of the Caltagirone Editore Group.

Identification of impacts

The process described above identified the impacts directly related to the three ESG factors, as well as the most significant variables that emerged from Step 1. Impacts were distinguished according to the two perspectives of "Double Materiality" provided:

  • Inside-out
  • Outside-In

The analysis led to the identification of an initial IRO long-list, consisting of 31 environmental, social and governance impacts mapped in the ex ante impact materiality assessment and 27 ROs or risks and opportunities related to financial materiality that are in turn related.

Stakeholder engagement and impact assessment

The Caltagirone Editore Group takes a structured approach to stakeholder engagement, including both internal and external stakeholders

  • Internal Stakeholders as Proxies for Outsiders: In the materiality analysis process, the Group companies actively involved internal stakeholders, who were called upon to validate and evaluate the analysis. These internal stakeholders, representative of different business functions, acted as proxies for expressing the expectations and needs of external stakeholders, thus ensuring a comprehensive and integrated view of relevant issues;
  • Integrated Approach: In addition to engaging key internal stakeholders, the operating companies collaborated with internal experts - key employees with various levels of responsibility and specialised expertise - to investigate and precisely define the Impacts, Risks and Opportunities (IROs) related to Group activities. This phase represents the core of the materiality process, as it involves the direct involvement of stakeholders in assessing the impacts previously identified in the two perspectives.

Specifically, for the "Inside-out" and for the "Outside-In" assessments, the management of the Group Companies were involved, who, being more involved in both the business and the decision-making process of the Companies, can better score the financial materiality of specific risks and opportunities accurately. This proactive approach is carried out through numerous daily contacts with a variety of stakeholders and is fundamental to the assessment of impacts from both perspectives, determining both the footprint the Group has on the environment and society in which it operates, and the exogenous circumstances within which it operates.

By enabling the identification of the most relevant ESG issues for the Group, this process has allowed a clear and structured definition of IROs, which are the main drivers for the company's sustainability strategy.

Evaluation of the "Inside-Out" perspective

Regarding the impacts identified according to the "Inside-Out" perspective, which highlight impact materiality, impacts were assessed through a questionnaire to stakeholders divided into two sections:

  • Assessment of positive impacts.
  • Assessment of negative impacts.

Thereafter the materiality of each impact will be the result of the scope identified by stakeholders in the questionnaire, which in turn is multiplied within an Ad Hoc Tool by specific factors, such as:

  • the typology, which defines whether an impact is potential or actual;
  • the value chain, to indicate where the impacts lie in the Group's value chain downstream, upstream, or in its own business - so as to report on the requirements of CSRD, which specifies the need for an IRO analysis that reflects the value chain in its entirety;
  • the scope, i.e. the extent of the impact. The scope rating is structured for each identified impact as follows:
"SCOPE" RATING
Global
International 2
Local 1
  • the scale, useful for identifying the significance or magnitude of the impact, as assessed by stakeholders using a Likert scale of 1 to 5 (1=low; 5=high);
  • probability, which assesses the likelihood of the impact occurring in the short, medium and long term in line with the requirements of current European legislation.
"PROBABILITY" RATING
Actual impact 1
Very likely 0.75
Likely 0.5
Unlikely 0.25

the characteristics of irremediable character, i.e. effort required to be able to mitigate the consequences of an impact in relation to the event and its severity.

"IRREMEDIABLE CHARACTER" RATING
Not Mitigable 3
Much effort required to mitigate 2
Limited effort required to mitigate

Specifically, the methodology adopted to determine the scale of a positive impact is based on the relationship between the probability of occurrence of the impact and the average of the scores given in terms of scale and scope, while to calculate the magnitude of a negative impact, the methodology takes into account the probability of occurrence of the event and the average of the scores regarding the scale, scope and irremediability of the impact.

In this case, the magnitude of negative impact is calculated by multiplying the probability by the average of the scores associated with scale, scope and irremediable nature.

Assessment of the "Outside-In" perspective

For impacts identified according to the "Outside-In" perspective, reflecting Financial Materiality, the Company conducted an analysis by directly involving top management. By following the guidelines of the applied standard, it was possible to determine the scale of impacts through specific assessments that were useful in clarifying particularly complex financial issues. The assessment of each impact was based on two key elements:

Financial Magnitude

This parameter represents the influence of both positive and negative consequences of an impact on the Company's costs or revenues. Specifically, in a range of 20 to 3%, financial magnitude is used to define through estimated financial values whether the Risks and Opportunities are related to the Group's "core business" and whether they may impact its profitability. Specifically, the assessment is structured as follows:

FINANCIAL SCALE
Critical 5 (costs/revenues 15-20%)
Very significant 4 (costs/revenues 10-15%)
Significant 3 (costs/revenues 5-10%)
Limited significance 2 (costs/revenues 3-5%)
Not significant 1 (costs/revenues <3%)

Impact probability

This variable represents the probability that a specific event will occur. Based on the assigned probability level, a corresponding value is assigned to reflect the actual possibility of occurrence. The rating is structured as follows:

"PROBABILITY" RATING
Actual impact 1
Very likely 0.75
Likely 0.5
Unlikely 0.25

Correlation of impacts with sustainability issues

After completing the final assessment of the scale of impacts, considering both the Impact Materiality and Financial Materiality perspectives, the most significant impacts were identified. These were subsequently associated with the material topics, allowing the materiality analysis to be translated into a clear and immediate graphic representation below:

*The "Protection of Whistleblowers" is dictated by the ESRS reporting standard, which, in Appendix A, AR 16 "Sustainability matters to be included in the materiality assessment" of Delegated Reg. 2023/2772 lists specific topics, sub-topics and sub-subtopics to which some changes cannot be made. This specifically refers to the protection of copyright and confidentiality of sources.

Impact on Business Strategy

The results of the materiality analysis were important in determining the definition of goals to be included in the Group companies' sustainability planning, integrating ESG priorities into the business model and throughout the entire value chain, so that decisions and operational activities are aligned with stakeholder expectations and market needs in terms of sustainability.

The process of data collection and evaluation of information used for the DMA involved all the topics and sub-topics stipulated by the ESRS principles.

Environment

Caltagirone Editore Group: EU Taxonomy

Introduction to European Taxonomy

The European Taxonomy, introduced by Regulation (EU) 2020/852 and further detailed in subsequent Delegated Regulations, contributes to the achievement of the goals set by the

European Green Deal by defining a categorisation system for economic activities that are deemed to be climate- and environmentally sustainable.

The regulations require companies to indicate how and to what extent their activities are associated with economic activities that are considered environmentally sustainable.

In order to define the sustainability of an economic activity, Regulation (EU) 2020/852 identifies six environmental objectives:

  • Climate change mitigation;
  • Climate change adaptation;
  • Sustainable use of marine resources;
  • Transition to a circular economy;
  • Pollution prevention and control;
  • Protection and restoration of biodiversity and ecosystems.

In order to properly assess the environmental sustainability of business activities, the Regulations define four technical conditions useful for determining the level of "alignment" with one or more of the above objectives. Specifically, each activity preliminarily identified as eligible must:

  • Contribute substantially to the achievement of one of the six previously mentioned environmental objectives;
  • Not cause significant harm (DNSH) to any of the other environmental objectives;
  • Be carried out in compliance with the minimum Safeguards, as provided for in Article 18 of Regulation (EU) 2020/852;
  • Be compliant with the Technical Screening Criteria, set by the Climate Delegated Act and the Environmental Delegated Act, respectively.

Substantial contribution to the Taxonomy targets

An economic activity contributes to an environmental objective when it meets the criteria for substantial contribution contained within the Climate Delegated Act or the Environmental Delegated Act.

Through their activities, the companies that are part of the Caltagirone Editore Group directly support various economic activities that contribute substantially to the environmental objectives of the Taxonomy. In this regard, the Group is in the process of streamlining all

processes of reuse and disposal of materials used in production processes, as well as investing considerably in the implementation of green solutions to replace its fossil energy sources.

Do Not Significant Harm (DNSH)

An economic activity that contributes substantially to the achievement of one environmental objective must not cause any significant harm to the achievement of the other environmental objectives (the "DNSH" criterion).

Minimum Safeguard Guarantee

Compliance with minimum safeguards is aimed at ensuring that Taxonomy-aligned economic activities comply with the OECD Guidelines for Multinational Enterprises and with the United Nations Guiding Principles on Business and Human Rights.

Eligible - Not Aligned

In the case of the Group Companies' Taxonomic Disclosure, the activities reported by the Group Companies are Eligible - Not Aligned with the EU Taxonomy. i.e., included in EU Regulation 2020/852 without:

  • Meeting the requirements under the Technical Screening Criteria (TSC Technical Screening Criteria) defined in the Regulations for that specific activity, or the alignment analysis was not conducted, and/or;
  • Meeting at least one of the DNSH criteria of the other five environmental objectives as stipulated in the Regulations and/or the MSS requirements.

Methodological approach

As part of the EU Taxonomy reporting project, Group Companies extended their understanding of the regulation, ensured the quality and accuracy of the process and assessed and validated the scope of eligibility and alignment of economic activities being reported.

The analysis was conducted at the single entity level based on its specific activities and relevance to this reporting.

As the parent company, Caltagirone Editore supervised the process and consolidated the activities of the Group companies.

The financial KPIs under the EU Taxonomy Regulation are:

  • turnover;
  • capital expenditure (CapEx);
  • operating expenditure (OpEx).

Turnover

EU Taxonomy-eligible turnover eligible is the proportion of turnover from eligible products, or services, to total annual revenue. Aligned turnover represents the proportion of eligible turnover that meets all the sustainability requirements of the Regulation.

Capital expenditure (CapEx)

Eligible CapEx is the proportion of investment in property, plant and equipment and intangible assets from eligible economic activities as a ratio of total CapEx for the year. Aligned CapEx is the proportion of the eligible CapEx that meets all the sustainability criteria of the EU Taxonomy.

Operating expenditure (OpEx)

Eligible OpEx is the proportion of non-capitalised direct costs related to eligible activities (e.g. R&D, renovations, short-term rentals, maintenance) to total relevant operating costs. The aligned OpEx is the proportion of the eligible costs that meet the sustainability requirements of the EU Taxonomy.

Eligibility Analysis

During the year, companies of the Caltagirone Editore Group conducted the eligibility analysis for the six environmental objectives. Specifically, downstream from the eligibility analysis, at Group level the eligible economic activities are:

5.5. Collection and transport of non-hazardous waste in source segregated fractions (CCM; CCA): The activity of collection and transport of non-hazardous waste in source segregated fractions carried out by some CED Group companies was assessed as eligible for taxonomic analysis, as it directly contributes to climate change mitigation (CCM) and adaptation (CCA) targets.

Specifically, the Group collects waste paper from production (white and inked) and unsold newspapers and sells them to specialised treatment companies for recovery and recycling. This process helps reduce CO2e emissions, limiting the need for new paper production and the resulting environmental impact associated with deforestation and energy-intensive industrial processes.

In addition, aluminium sheets used for printing are also collected and resold to third-party companies for treatment and recycling. By recovering aluminium, the consumption of virgin raw materials and the energy required for primary production can be reduced, thus contributing to the reduction of the industry's carbon footprint.

The CED Group's activity in this area is therefore in line with the eligibility criteria under the EU Taxonomy, as it supports the transition to a circular economy and strengthens the resilience of the production system through more sustainable resource management.

7.7 Acquisition and ownership of buildings (CCM): The common management of the air conditioning systems of the property located in Venice (ITV) was assessed as eligible for the Group's taxonomic analysis, as it contributes to the climate change mitigation (CCM) target.

Although the building is owned by third parties, the Group partially bears the operating expenses of the air conditioning systems, in an annual amount of Euro 100 thousand. This intervention is relevant from the perspective of reducing the environmental impact of the building, as efficient energy management of the facilities contributes to the reduction of consumption and CO2e emissions associated with the operation of the building.

  • 8.1 Data processing, hosting and related activities (CCM; CCA): The server management activity for data processing, storage and transmission, outsourced to thirdparty companies, was assessed as eligible for the Group's taxonomic analysis as it contributes to the Group's climate change mitigation (CCM) and adaptation (CCA) targets. The use of data centers, including those based on edge computing, enables greater efficiency in the use of energy resources, reducing the emissions associated with traditional IT management. Centralisation and optimisation of the digital infrastructure also enable the minimisation of overall energy consumption through the implementation of advanced cooling systems and the use of renewable energy sources where available.
  • 8.2 Programming and broadcasting activities (CCA) The IT consulting activities carried out by CED Digital for Group companies and third parties were assessed as eligible for taxonomic analysis, as they contribute to the Climate Change Adaptation Objective (CCA). The provision of digital solutions and IT consulting supports the optimisation of business processes, fostering greater operational efficiency mitigating environmental impacts. It should be noted that although the following activity is present within the Group Companies' business, it will not be subject to Disclosure within the taxonomy table given the impossibility to track the specific items in FY 2024.

8.3 Programming and broadcasting activities (CCA) Live streaming event broadcasting and audio podcast production activities carried out by Group companies were assessed as eligible for taxonomic analysis, contributing to the climate change adaptation target (CCA). Just as with the previous economic activity, data related to programming and broadcasting activities will not be subject to Disclosure within the taxonomy table in FY 2024.

Alignment Analysis

For the purpose of verifying the alignment of the economic activities considered eligible in the previous phase, the Group Companies carried out a subsequent verification of the specific technical criteria, DNSHs and minimum safeguards required by the taxonomic analysis where it emerged, because of some gaps identified, that the Caltagirone Editore Group does not have economic activities aligned with the Taxonomy. The Group is nevertheless committed to take inspiration from the criteria to increasingly improve its ESG performance.

EU Taxonomy Tables Group Caltagirone Editore

Table 1 - Proportion of turnover from products or services associated with Taxonomy-aligned economic activities - disclosure covering 2024
Financial year 2023 Year Substantial contribution criteria DNSH criteria ("Does Not Significantly Harm")(h)
0 0 0 Proportion of Category Category
Economic activity (1) Code (a) (2) Turnover (3) Proportion of
turnover, year

שנו
(L) .
P
(8)
O
(6) Kuu
(01) (11) 8
(Z ()
Water (13) P
(DL)
0
(15)
Taxonomy
aligned (A.1
or eligible
(A.2.)
enabling transitional
N (4) (c) (16) 018
(17)
turnover,
2023
activity (19) activity (20)
2024 Euro % Yes; No; Yes; No; Yes; No; Yes; No; Yes; No; Yes; No;
N/EL (b) (c) N/EL (b) (c) N/EL (b) (c) [N/EL (b) (c) N/EL (b) (c) [N/EL (b) (c)
Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No 96 E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A. 1. Environmentally sustainable activities (Taxonomy-aligned)
0% Yes Yes Yes Yes Yes Yes Yes T
0%
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
96 તેન્દ્ર % తో 96 96 Yes Yes Yes Yes Yes Yes Yes 0.00%
Of which enabling
0%
ంత ్రెస్ 96 % రిశ్ % Yes Yes Yes Yes Yes Yes Yes 95 E
Of which transitional
0%
જુન્ Yes Yes Yes Yes Yes Yes Yes જેવું
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL (f) EL; N/EL (f) EL; N/EL (f) EL; N/EL (f) EL; N/EL (t) EL; N/EL (f)
Collection and transport of non-hazardous waste in source segregated
Iractions
749,943.00 0.7% EL EL NO NO NO NO 1.0%
Acquisition and ownership of buildings (CCM) 7.7 100,000.00 0.1% EL NO NO NO NO NO
Data processing, hosting and related activities (CCM; CCA) 8.1 236,500.00 0.2% EL EL NO NO NO NO
Furnover of Taxonomy-eligible but not environmentally sustainable activities (non-
1,086,443.00
Taxonomy-aligned activities) (A.2)
1.0% % જુન % % % % 1.0%
A. Turnover of Taxonomy-eligible Activities (A. 1+A.2)
1,086,443.00
1.0%
ల్లిక్ જુન % రార్థా તેમ 1.0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
furnover of Taxonomy-non-eligible activities 110,915,557.00 99.0%
TOTAL 112,002,000.00 100.0%

Table 2 - Proportion of capital expenditure (CapEx) from products or services associated with Taxonomic activities - disclosure covering
2024
Substantial contribution criteria
Financial year 2023 Year DNSH criteria ("Does Not Significantly Harm")(th) Proportion
Taxonom
Category Category
Economic activity (1) Code (a) (2) CapEx (3) roportion
of CapEx,
year (4)
Water (7) ollution (8) Biodiwersity (10) Mator (13) (pl) noi tullo e ersity (16) aligned
(A. 1.) or
eligible
(A.2.)
enabling transitiona
ರ್ವ (SL) ds(17) CapEx, activity (19) activity (20)
2024 EURO ેત્ક્ર Yes; No; Yes; No;
N/EL (b) (c) N/EL (b) (c)
Yes; No;
N/EL (b) (c)
Yes; No; Yes; No;
N/EL (b) (c) N/EL (b) (c)
Yes; No;
N/EL (b) (
Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No 2023
કેન્દ્ર
E T
TAXONOMY-ELIGIBLE ACTIVITIES
1. Environmentally sustainable activities (Taxonomy-aligned)
N/A 0.096 Yes Yes Yes Yes Yos Yos Yes 96
CapEx of environmentally sustainable activities (Taxonomy-aligned)
(A. 1)
0.0% તેન્દ્ર તેરુ ર્જ ళ్ళా ల్లిన్ તેન્દ્ર Yes Yes Yes Yes Yes Yes Yes 0.00%
Of which enablir 0.0% 96 96 96 % 96 96 Yes Yes Yes Yes Yes Yes Yes 46 E
Of which transitional 0.0% વેરે Yes Yes Yes Yes Yes Yes Yes 96 T
4.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
ET; MIEL (0) ET; NIEL (0) EL; MEL (0) ET; MVEL (0) ET; MYEL (1) EL; MIEL (1)
nstallation and operation of electric heat pumps 4.16 43,088.00 1.1% 5.84%
Transport by motorbikes, passenger cars and light
commercial vehicles
6.5 224,172,63 5.6% 6.94%
activities (non-Taxonomy-aligned activities) (A.2) CapEx of Taxonomy-eligible but not environmentally sustainable
267,260.63
6.7% 96 96 % 96 96 9% 12.78%
A. CapEx of Taxonomy-eligible activities (A.1+A.2) 267,260.63 6.7% 96 96 96 % ళ్ళ 96 12.78%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities
3.734.211.37
93.3%
TOTAL 4,001,472.00 100.0%
Table 3 - Proportion of operating expenditure (OpEx) from products or services associated with Taxonomy-aligned economic activities - disclosure
covering year 2024
inancial year 2023 Year Substantial contribution criteria DNSH criteria ("Does Not Significantly Harm")(h)
Economic activity (1)
Code (a) (2)
Proportion
OpEx (3)
of OpEx.
Water (7) ollution (8) Water (13) Pollution (14) sport Proportion
of
Taxonomy
aligned
(A.1.) or
aligible (A.2.
Category
enabling
Category
transitional
year N (4) (6) versity (10) (Տե) /ա (91) Visity (16) spient
(೭୮)
OpEx, activity (19) activity (20
Yes: No; 2023
2024 EURO તુર્ N/EL (b) (c) N/EL (b) (c) N/EL (b) (c) N/EL (b) (c) N/EL (b) (c) N/EL (b) (c) Yes; No; Yes; No; Yes; No; Yes; No; Yes; No; Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No Yes/No લુક્ E T
TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
N/A 0.09 Yes Yos Yes Yes Yes Yes Yes 96
OpEx of environmentally sustainable activities (Taxonomy-
ligned) (A.1)
0.0% લેક 96 ర్కా તેન્દ્ર જુર 96 Yes Yes Yes Yes Yes Yes Yes 0.00%
Of which enabling 0.0% దిం క్కర్ దిశ్రీ ద్రత్ క్కర్ ర్థిక Yes Yes Yes Yes Yes Yes Yes రిస్త E
Of which transitional 0.0% તુકે Yes Yes Yes Yes Yes Yes Yes త్రిక
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
ET; VVEL (v) EL; MVEL (t) EL; MVEL (0) EL; VNET (0) EL; VVEL (t) EL; VVEL (t)
Data processing, hosting and related activities 446,331.00 11.9% EL EL N/EL N/EL N/EL N/EL 11.44%
96
Operating expenditure of Taxonomy-eligible but not
anvironmentally sustainable activities (not Taxonomy-aligned
activities) (A.2)
446,331.00 11.9% હેર્ણ ల్లిక్ ବର୍ତ୍ତ તેરૂ વેરુ �� 11.44%
. OpEx of Taxonomy-eligible activities (A. 1+A.2) 446,331,00 11.9% 96 વેન્ તેન્દ્ર 96 જુ 11.44%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Operating expenditure of Taxonomy-non-eligible activities 3,315,855.90 88.1%
TOTAL 3,762,186.90 100.0%

Climate Change

ESRS E1: Climate Change
IRO IRO type KPI Description of KPI
Increasing the value generated by the company
through exploitation of climate change by taking into
account the risks and planning in a timely manner
to prevent them.
Positive Impact E1-1
E1-2

Transition plan for
climate change
Loss of competitive advantage and exposure to
environmental risks that can generate increased
costs, due to failure to assess physical risks.
Negative Impact E1-3
E1-4
E1-5
mitigation;

Policies related to
climate change
Creating a competitive advantage to reduce
operating costs through careful risk assessment
and an action plan to reduce operating costs
Opportunities E1-6 mitigation and
adaptation;

associated with extreme weather events and Actions and resources in
ensure greater economic stability and business relation to climate
continuity. change policies;
Increased vulnerability to extreme weather events,
with the possibility of business interruption and
consequent increased costs resulting from the need
to restore operations.
Risk
Targets related to climate
change mitigation and
adaptation;
Energy consumption and
Reduced operating costs and improved corporate
image through the use of sustainable energy
solutions, which can translate into significant
savings in the long term, improving the
competitiveness and economic sustainability of the
enterprise.
Positive Impact mix;
Gross Scopes 1, 2, 3
and Total GHG
emissions (Scope 3
emissions are Phase-In
for the Company).
Increasing costs from fossil fuel energy use, with
increasing exposure to possible regulatory
restrictions.
Negative Impact
Unexpected costs due to the sudden need to invest
in more sustainable technologies to comply with
environmental regulations, leading to high upfront
costs.
Risk
The implementation of more efficient energy
solutions, including the choice of a renewable
energy mix (especially for printers, considered the
main draw on energy needs) allows for a reduction
in energy expense, leading to considerable savings
in the long run, as well as a reputational boost for
the company.
Opportunities

Climate change adaptation

E1-1, E1 SBM-3, E1 IRO-1 E1-2, E1-3

The CED Group approaches climate change proactively, identifying opportunities and planning actions to mitigate the associated risks.

The goal is not only to adapt to new environmental challenges, but also to turn them into opportunities for growth and innovation.

In the energy field, the Group seeks to optimise consumption and reduce operating costs by adopting sustainable solutions that improve both economic efficiency and the company's reputation. These initiatives not only promote significant savings in the long run, but also strengthen the company's competitiveness and positioning as a responsible leader in the industry.

The CED Group has embarked on a path of climate change adaptation through an increasing focus on energy efficiency and consumption reduction that runs throughout the companies belonging to the publishing group, which are constantly engaged in the search for innovative solutions to optimise the use of resources and minimise waste.

In recent years, significant re-lamping work has been carried out in the Group's various locations, with a focus on production plant. The replacement of traditional light sources with energy-efficient LED solutions and the adoption of automatic shut-off systems via motion sensors have achieved a significant reduction in energy consumption. In parallel, programmes designed to rationalise utility usage have been initiated to ensure more efficient use of energy.

Electricity consumption and GHG emissions

E1-4, E1-5, E1-6

Regarding the energy consumption of Group Companies, a particularly relevant aspect concerns the three printing presses of the publishing group companies (Stampa Roma 2015 S.r.l., Stampa Napoli 2015 S.r.l. and Stampa Venezia S.r.l.), for which energy consumption is a critical factor. To meet this challenge, companies have a control system in place that enables periodic monitoring of consumption and evaluation of the effectiveness of energy efficiency measures taken.

In addition, new ways of lighting industrial facilities are currently being studied, with the aim of reducing energy consumption at night, when bright lighting is not necessary.

The trend in the cost of electricity and gas for heating and domestic water after the peaks recorded in 2022 (over 550€ MWh for electricity in August 2022) has been gradually decreasing, though it has not returned to pre-COVID values. The current price of energy ranges between Euro 125 and Euro 150 per MWh),

To contain the impact of these increases, the Group has entered into specific hedging contracts (forward energy price swaps) both directly with the supplier, Acea, and with Banca Unicredit.

In addition, the adoption of platforms for daily monitoring of forward energy prices has enabled more strategic resource management, helping to mitigate exposure to cost increases.

Corporate fleet consumption unit 2024
Fuel consumption 5.897
· Diesel Litre 4.218
Petrol 645
Consumption of energy acquired from third-party sources unit 2024
Total consumption of energy acquired from third-party sources MWh 24,380

During 2024, the Group's total energy consumption stood at 24,380 MWh, an increase of 23.6% from 19,577 MWh in 2023. This growth is mainly attributable to the expansion of the monitoring perimeter, which has enabled greater tracking of consumption, as well as the increase in electricity purchased to meet operational needs.

The analysis of energy consumption shows a reduction in the use of energy from fossil sources, reaching 17,786.47 MWh in 2024, marking an 8.8% decrease from 19,492.58 MWh in 2023. This contraction reflects progressive efficiency in production processes and careful rationalization of energy resources.

Another element is fuel consumption for the corporate fleet, which was 5,897 litres in 2024, a figure that was not previously tracked in 2023. Specifically, diesel fuel was the main component with 4,218 litres, while gasoline accounted for 645 litres. Reporting on this consumption is a significant step toward more conscious and efficient resource management, enabling the Group to evaluate strategies aimed at reducing the environmental impact of corporate mobility.

Energy consumption trends reflect the Group's commitment to optimizing resource use, with a gradual reduction in dependence on fossil fuels and an increased focus on operational efficiency. The overall increase in consumption during the year is mainly attributable to more extensive and detailed reporting, rather than an actual increase in energy demand.

This approach allows for the development of more targeted strategies to curb emissions and increase energy from renewable sources, in line with sustainability goals and the Group's ongoing commitment to responsible management of its operations.

Scope 1, 2 & 3 GHG emissions

E1-6

Regarding GHG (Greenhouse Gas) emissions, Group Companies have reported Scope 1, 2 and 3 emissions. Specifically, Scope 1-related GHG emissions pertain to fuel consumption of the corporate fleet while Scope 2 GHG emissions refer to indirect emissions produced by upstream generation of energy that Group Companies purchase from third parties.

The enactment of Legislative Decree No. 125/2024 includes, among the changes introduced, mandatory reporting for the Group of Scope 3 ("indirect") emissions, aimed at measuring the impact in terms of GHG gas generation by the upstream and downstream supply chain.

Therefore, for the purpose of the above disclosure, the Group conducted a qualitative/quantitative analysis of the significance and applicability of the 15 Scope 3 Emission categories represented below.

Specifically, this qualitative/quantitative analysis by category is formed on the correlation of three evaluation factors: Size (the actual size that with respect to the Group's business a category may represent); Stakeholder (i.e., the expectation that Affected Stakeholders and users of the Sustainability Statement would have in seeing the specific disclosure); and Risk (to identify the type of issue and the resulting severity of omission), the arithmetic mean of which defines the level of significance for each Scope 3 category.

Provided below is a table showing the totality of the categories of Scope 3 GHG Emissions with respective significance:

CATEGORY SUBJECT OF REPORTING MATERIALITY THRESHOLD
1. Purchased goods and services Yes High
2. Capital goods Yes Average
3. Fuel and energy-related activities N/A N/A
4. Upstream transportation and distribution No Low
5. Waste generated in operations Yes High
6. Business travelling Yes Average
7. Employee commuting Yes Average
8. Upstream leased assets Yes Average
9. Downstream transportation and
distribution
Yes High
10. Processing of sold products No Low
11. Use of sold products No Low
12. End-of-life treatment of sold products No Low
13. Downstream leased assets No Low
14. Franchises N/A N/A
15. Investments No Yes

Specifically, in reference to "Category 1 - Purchased Goods and Services", reporting was prepared based on the main goods and services purchased whose equivalent emissions were reported using cradle to gate CO2e conversion factors and through spend based methodology.

"Category 2 - Capital goods" includes major capitalized assets, mainly machinery and plant. For both categories, the reporting methodology adopted is the spend-based provided by the GHG Protocol, which involves identifying the costs incurred by the Group for the purchase of specific goods and services within the income statement line items by converting them into GHG emissions.

"Category 3 - Fuel and energy-related activities" was not found to be significant and is therefore not reported in this disclosure. De facto, the category applies to emissions related to energy production not reported in Scope 1 and 2, which are not present in the Group's case.

"Category 4 - Upstream Transportation and Distribution", includes emissions related to the supply of materials to Group Companies which, given the corporate structure, are insignificant especially when compared to the widespread distribution that takes place downstream, for the distribution of newspapers throughout the country.

"Category 5 - Waste generated during operations" covers emissions from the disposal, treatment and transportation of waste managed by third-party suppliers. The category emerged as highly significant in light of the importance that waste management and resource circularity represent to Caltagirone Editore's business. In order to ensure reporting in line with the requirements of the GHG Protocol, the Group uses the average data method, multiplying waste categories by different recovery and disposal methods.

"Category 6 - Business travelling" was reported taking into account staff travel for work purposes, using conversion factors in kg of CO₂ equivalent per route, means of transport and number of passengers.

"Category 8 - Upstream Leased Assets" covers GHG emissions generated by the use of leased machinery and equipment. Corporate fleet vehicles were excluded, as they were already reported within Scope 1 direct emissions, while reporting focused on the fleet leased by Piemme

Regarding "Category 9 - Downstream Transportation and Distribution" Group Companies provided Caltagirone Editore with data on the number of copies distributed for each newspaper title to each municipality, so that the distance covered in kilometres by each newspaper could be calculated and multiplied by the relevant conversion factor.

"Category 10 - Processing of sold products" covers environmental impacts related to the processing of products after their sale, which is not relevant to the publishing business in which the Group operates.

Similarly to the reasons for the non-significance of category 10, categories "11 - Use of sold products" and "12 - End-of-life treatment of sold products" also emerged as nonsignificant for the Group's significance analysis as neither life cycle following sale to the enduser nor ex-post paper disposal is a significant component of Group emissions (also given the reporting of categories 5 and 9, which already cover GHG emissions related to the life cycle of newspapers).

"Category 13 - Downstream Leased Assets" was not significant, by virtue of the fact that leasing to third-party companies is not part of the Group's business model.

"Category 14 - Franchises" was not applicable, as the Group's business model does not provide for this type of activity.

Regarding "Category 15 - Investments", the analysis of the Group's holdings indicate that the Group does not exercise operational control over third-party companies. In addition, having preliminarily defined a threshold of 2% and having verified this parameter for any significant holdings, the category was determined as insignificant.

Scope 3 GHG emissions unit 2024
Gross Scope 3 GHG emissions 81,617
· Category 1 - Purchased goods and services 75,388
Category 2 - Capital goods 1,696
· Category 5 - Waste generated in operations 110
· Category 6 - Business travelling tCO2eq 76
Category 7 - Employee commuting 2,766
Category 8 - Upstream leased assets 29
· Category 9 - Downstream transportation and distribution 1,553

In conclusion, we report the Group's Total Carbon Footprint, calculated as shown in the following table:

Emissioni di GES Totali U.m. 2024
Gross Scope 1 GHG Emissions tCO2eq 377
Gross Scope 2 GHG Emissions (Location Based) 1,928
Gross Scope 2 GHG Emissions (Market Based) 2,729
Gross Scope 3 GHG Emissions 81.617
TOTAL CARBON FOOTPRINT ( Scope 2 - Location Based) 83,923
TOTAL CARBON FOOTPRINT ( Scope 2 - Market Based) 84,724

In 2024, total greenhouse gas (GHG) emissions were calculated by considering the three main emission areas:

  • Scope 1 (direct emissions) amounts to 377 tCOeq, representing a marginal share of total emissions, indicative of reduced dependence on directly used fossil fuels.
  • Scope 2 (indirect emissions from purchased energy) records a total of 1,928 tCOeq. Location-Based and 2,729 tCOeq. Market-Based, showing potential for improvement in choosing energy supplies with lower environmental impact.

Scope 3 (other indirect emissions along the value chain) represents the largest component of the carbon footprint, with 81,617 tCOeq, underscoring the need for active involvement along the entire supply chain to reduce emissions.

The total carbon footprint, considering Scope 2 with the Location-Based approach, is 83,923 tCOeq, while with the Market-Based approach it reaches 84,724 tCOeq.

These data provide a strategic benchmark for implementing initiatives aimed at reducing emissions through the adoption of more sustainable energy solutions, optimising production and logistics processes, and strengthening collaboration with partners and suppliers.

The Group's commitment is moving toward a more responsible business model that promotes decarbonisation along the entire value chain and contributes to ecological transition goals.

ESRS E5 Resource use and circular economy
IRO IRO type KPI Description of KPI
Significant reduction in waste generated and resource
use through the use of printable materials of recycled
origin, as well as reusable shipping and logistics
solutions and packaging.
Positive Impact
Policies related to resource
Increased plastic waste and inefficient utilisation of
resources resulting from failure to implement a
strategy to reuse recycled materials.
Negative Impact E5-1
E5-2
use and circular economy;

Actions and resources
related to resource use and
Reducing costs arising from logistics and disposal of
waste generated (particularly printed paper), as well
as those related to the procurement of new raw
materials by contributing to more efficient resource
management, increasing profit margins on units sold.
Opportunities E5-3
E5-4
E5-5
circular economy;

Targets related to resource
use and circular economy;

Resource inflows;

Resource outflows;
The increase in non-circular waste may generate
increased costs for its management and disposal, as
well as exposure to hypothetical risks from penalties
for non-compliance with environmental regulations.
Risk

Resource use and circular economy

Paper use and circularity of materials

CED's operations rely on the employment of qualified personnel and the use of essential infrastructure for the production and distribution of newspapers.

The company's operating model depends on the purchase of raw materials such as paper and ink. The environmental impact associated with the Group Companies' business model is related to the consumption of non-renewable resources along the entire value chain.

In particular, the procurement of raw materials such as paper for the production of daily newspapers contributes to the depletion of natural resources by making material reuse, proper disposal and waste management essential to mitigate negative environmental impacts.

To address these risks, CED adopts strategies aimed at reducing environmental impact through:

  • Recycling and reuse of materials: about 70% of the paper purchased is recycled and is in turn recycled once the life cycle of the newspapers is over;

  • Sustainable supply chain management: selecting suppliers who adopt responsible practices in sourcing raw materials.

In line with the materiality analysis conducted for 2024, CED has defined the scope of assessment of environmental impacts related to resource use, adopting an integrated approach for their responsible management.

A key pillar of the Group's sustainability strategy is responsible management of material resources, with a focus on paper use and the application of circular economy principles.

In fact, the publishing Group takes a systematic and responsible approach to resource management and the transition to a circular economy model, in accordance with the ESRS disclosure requirements.

The strategy adopted aims to minimise the environmental impact of the company's activities through efficient waste management, reduction of greenhouse gas emissions, and optimisation of the use of material and energy resources.

Policies, Actions, and Goals

E5-2, E5-3

The Group adopts a policy of responsible management of incoming resources, favouring the use of printable materials of recycled origin and the implementation of reusable packaging solutions for shipping and logistics, with the aim of significantly reducing the waste generated and the use of virgin resources.

The Group's waste management is outsourced to specialised external companies, which ensure compliance with current regulations through the completion of the necessary documentation, including annual Environmental Declaration (MUD) forms and transport and disposal documentation.

Each step in the process is tracked and recorded through forms broken down by C.E.R. code, ensuring full transparency and regulatory compliance.

The type of waste generated varies according to the location of origin. In printing plants, waste is classified into:

  • Hazardous: developing and washing solutions containing ink;
  • Non-hazardous: waste paper, aluminium and plastics, materials that are destined for recycling processes.

In particular, unsold newspapers and printing plates are valued through sale for recycling. Paper is purchased from an entity specialising in recovery and disposal, while special waste is handled through contracts with qualified transporters and users. In particular, it is reported that aluminium sheets, once recycled, are reintroduced into the market guaranteeing them a second life cycle and actually reducing the emissions associated with sourcing the materials needed for production.

To improve water resource management and reduce the volume of liquid waste, some printing plants have adopted a water evaporation system with a ceramic filter. This technology separates the plate washing water from the inks, allowing reuse of the two components and limiting the production of industrial wastes.

In terms of actions and goals strictly related to maintenance, the Group has set a useful life of rotating machinery in the range of 30 to 40 years.

Maintenance is carried out on a daily basis with routine operations, while replaced materials are recycled or reused to ensure business continuity in view of the difficulty of obtaining spare parts or from stock.

Through these initiatives, the Group continues to strengthen its commitment to responsible resource management by promoting:

  • Waste reduction;
  • Recycling of materials;
  • Adoption of circular practices.

These general goals are aimed at minimising the environmental impact of activities and implementing responsible and sustainable use of resources, as well as reducing supply and logistics costs resulting from waste disposal.

Focus on: Energy management and renewable sources.

Air-conditioning systems in Group plants and offices are used exclusively for operational needs and for cooling machinery. However, at present, an energy mix that includes the use of electricity from renewable sources has not yet been defined.

For the Rome office, the energy suppliers are Acea for electricity and Eni for gas.

Focus-on: Scope 3 GHG emissions and distribution

Regarding indirect GHG emissions (Scope 3), the Group has documented the process related to product distribution.

Paper is sourced 70% from recycled material, sourced from European countries, while the other 30% is derived from virgin pulp sourced from Canada, from suppliers who comply with environmental and reforestation certifications such as the FSC (Forest Stewardship Council) which guarantees that the paper comes from sustainably managed forests.

The paper is transported by train, ship or road, and once it reaches the storage and/or printing centres, it is handled with the help of electric forklifts.

For distribution, printed newspapers are shipped to distributor warehouses via so-called primary lines. At sorting warehouses, Local Distributors efficiently arrange transportation to newsstands or different outlets.

The Caltagirone Editore Group has no direct relationship with individual newsstands, with the exception of those in Rome, for which there is a direct administrative relationship.

In terms of unsold newspapers as a percentage of total newspapers shipped ("Yield"), the percentage ranges between 30% and 40% depending on the geographical area (about 20% in Rome).

Paper from unsold copies is either sent for pulping through local distributors or directly through disposal to companies specialising in paper recovery and recycling.

The end-users of these companies are the paper mills themselves, who turn it into white paper that can be used again for newspaper printing, generating a virtuous circle.

Resource inflows and outflows

E5-4, E5-5

Tables of resource inflows and outflows provide a detailed picture of the Group's management and sustainable use of resources, in accordance with ESRS E5-4 and E5-5. Specifically:

  • Resource inflows: highlight the origin and type of materials used, with a focus on the share of recycled, renewable or low-impact raw materials.
  • Resource outflows: describe the destination and treatment of discarded materials, the rate of recycling and reuse, and initiatives to reduce waste and improve product life cycle efficiency.

This data allows monitoring of the environmental impact of business activities and the definition of strategies aimed at transitioning to a circular economy model.

Resource inflows unit 2024 2023 2022
Paper Kg 10.099.414 10.723.721 11,645,096
Aluminium sheets No. 1,467,850 1,478,810 1,497,250

During 2024, the Group's incoming resource consumption was further rationalised, showing a reduction in the use of paper and aluminium sheets compared to previous years.

Specifically, paper use stood at 10,099,414 kg, marking a decrease of 5.8% from 10,723,721 kg in 2023 and 13.3% from 11,645,096 kg in 2022. This decrease reflects an optimisation of production processes, an increasing focus on digitalisation of services resulting in a decrease in the number of hard copies, and efficiency in the procurement of raw materials, in line with the goal of reducing waste.

Similarly, aluminium sheet consumption showed a slight contraction, standing at 1,467,850 units in 2024, down 0.7% from 2023 (1,478,810 units) and 2% from 2022 (1,497,250 units). This finding suggests improvement in material use strategies and production optimisation, contributing to more sustainable resource management.

The overall trend in incoming resource consumption represents the Group's continuous efforts to optimise the materials used, gradually reducing the demand for raw materials and improving the efficiency of production processes. These results confirm a gradual transition to more sustainable resource management, aligned with the goals of reducing environmental impact and the circular economy.

Waste produced unit 2024 2023
Total non-hazardous waste 2,129.52 2,153.13
of which destined for recovery 2,106.64 2,130.07
of which destined for treatment 22.88 23.06
Total hazardous waste Tonne 185.88 171.42
of which destined for recovery 6.60 1.78
of which destined for treatment 179.28 169.64

In 2024, the management of waste generated by the Group showed a slight decrease for the non-hazardous waste category, which stood at 2,129.52 tonnes, marking a 0.1% decrease from 2,153.13 tonnes in 2023.

Almost all of this waste (2,106.64 tonnes) is destined for recovery, maintaining a positive trend in optimising resources and reducing environmental impact, albeit with a slight decrease from the previous year (2,130.07 tonnes).

Non-hazardous waste for treatment decreased from 23.6 tonnes in 2023 to 22.88 tonnes in 2024.

In contrast, hazardous waste increased from 171.42 tonnes in 2023 to 185.88 tonnes in 2024, an increase of 8.5%.

However, there is a significant increase in the amount of hazardous waste destined for recovery from 1.78 tonnes in 2023 to 6.60 tonnes in 2024, demonstrating an improvement in the sustainable management of this type of material. Hazardous waste sent for treatment reached 179.28 tonnes, up from 169.64 tonnes in the previous year.

The overall operating performance of the data shows the Group's ongoing commitment to improving waste management, with a focus on reducing the share going to treatment and increasing recovery, in line with the goals outlined for the circular economy and resource optimisation.

Social

ESRS S1 Own Workforce
IRO IRO type KPI Description of KPI
Reduction of occupational accidents and work
related ill health, as well as improvement of working
conditions within printing houses by implementing
additional safety measures beyond that already
required by current regulations.
Positive Impact
Policies related to own
workforce;

Processes for engaging
with own workers and
workers' representatives
Increasing the quality of editorial content by
maximising the potential of its workers, boosting
productivity and quality of work through ongoing
training, mentoring and support for skills
improvement.
Positive Impact about impacts;

Processes to remediate
negative impacts and
channels for own
workers to raise
Creating a dynamic, stimulating and innovative
work environment that attracts new talent and
maximises skills, while increasing efficiency and
production.
Positive Impact S1-1 concerns;

Interventions on relevant
impacts to own
workforce, risk
Loss of competitiveness and innovation, resulting in
reduced business attractiveness to end consumers.
Negative Impact S1-2
S1-3
mitigation, pursuit of
opportunities as well as
High turnover rate due to an unmotivating work
environment with little opportunity for growth and
development, which generates a loss of skills and
difficulty in retaining qualified talent with negative
repercussions toward the effectiveness of meeting
the dynamic demands of the industry.
Negative Impact S1-4
S1-5
S1-6
S1-9
S1-10
S1-14
effectiveness of such
actions;

Targets related to
managing material
negative impacts,
advancing positive
Creation of a work environment that can generate
significant health to safety risks for workers due to a
failure to assess risks and exposure to critical
activities and working conditions.
Negative Impact impacts, and managing
material risks and
opportunities;

Characteristics of the
Increased operating costs due to high turnover rate,
resulting in the need to increase costs related to
hiring and induction of new resources and training
and development programs. Such an environment
can undermine innovation, driving away valuable
talent and limiting the company's ability to respond
to market challenges.
Improvement of the company's operational
Risk undertaking's
employees;

Diversity metrics;

Adequate wages;

Health and safety
metrics (in the first year
of reporting the
enterprise may omit
efficiency and creation of quality content, which
allows it to increase product presence in the market
Opportunities datapoints on incidents
of work-related ill health

and worker retention, thus decreasing costs and the number of days
resulting from turnover. lost due to injuries,
Inadequate training offered to employees, identified accidents, deaths and
as reduced enhancement, can lead to increased work-related ill health in
employee turnover, operational inefficiencies or the Risk addition to information on
need for corrective action resulting in increased non-employee workers).
costs.
Failure to take preventive measures may generate
increased costs resulting from the restoration of
production following any disruptions caused by
accidents, as well as possible administrative Risk
penalties resulting from a failure to enforce
occupational health and safety regulations, resulting
in reputational damage.
Increasing the Group's repute through collaboration
with universities and research institutions (by
formalising internships) that allow for generational
change, as well as the encouragement of mobility
within the publishing Group's entities, with the Opportunities
possibility of developing new products and
expanding the business in which it operates. This
approach maximises the return on human capital
investments made by the Group.

Own workforce

Management and development of human capital

S1-1, S1-2, S1-3, S1-4, S1-5, S1-6

Employees are a key resource for the Group's success and growth. Their motivation, competence, and well-being are essential to creating a work environment that not only fosters efficiency and innovation, but also contributes to creating a more just and sustainable society. Policies, initiatives and results related to human resource management are shaped to promote training, diversity, inclusion and occupational health and safety. Attention to people is a value that guides the Group's every strategic decision, with the goal of building a prosperous and responsible future, where economic growth is accompanied by social and environmental wellbeing.

In 2024, the Caltagirone Editore Group reported a total of 577 employees, a slight increase from 576 in 2023. The workforce consists of 376 men (down 3 from the previous year) and 201 women (up 5 from 2023).

Caltagirone Editore Group employees 2024 2023
Male 376 379
Female 201 197
Other - -
Undisclosed - -
Total employees 577 576

The gender distribution shows a male dominance, with men making up about 65% of the staff and women 35%, although there is a slight increase in the presence of women.

These numbers reflect overall stability in the labour force, with slight job growth and modest progress toward greater gender equity.

Contract type 2024 2023
Male Female Male Female
Permanent contract 364 197 368 190
Temporary contract 12 র্ব 11 7
Total by gender 376 201 379 197
Annual total (employee contracts) 577 576
Non-employee workers (editorial contributors) 688 667

Regarding the types of contract, almost all employees are hired on permanent contracts (561 or 97.2% of the total), an increase of 4 on 2023. Temporary contracts stood at 16 (accounting for 2.8% of the total), down slightly from the previous year. This figure confirms the Group's desire to favour stable forms of contract and to invest in an established workforce.

Employee age distribution 2024 2023
< 30 19 16
> 30; < 50 221 215
> 50 337 345
Total employees 577 576

Analysis by age group shows that majority of the corporate population is in the more senior age groups. Most employees (356 or 61.7% of the total) are over 50 years old, an increase of 11 on 2023. The 30-50 age group has 206 employees (35.7% of the total), down 8 on the previous year. Young people under the age of 30 account for a residual share of 15 (2.6% of the total), showing a slight decrease from 16 in 2023.

In 2024, the Caltagirone Editore Group confirms its commitment to employment stability and the development of human capital, with an increase in overall staff and a prevalence of permanent contracts.

There is a slight growth in the female component and an increase in non-employee workers, a sign of an organisation that combines continuity and flexibility.

However, there remains a mature demographic distribution, with a low presence of workers under the age of 30, highlighting an area of possible intervention to encourage generational change and the entry of new professionals.

Top Management - Caltagirone Editore Group 2024
Male 37
Female 23
Total executives 60

Data on the Group's senior management, understood as the sum of middle managers and executives, show a balanced gender distribution within corporate leadership, with a slight male dominance. Female presence among senior management reaches 47.4%, signalling a significant level of inclusion and representation of women in top roles. This finding suggests a corporate policy geared toward enhancing gender diversity in strategic decisions and in leadership roles.

The Caltagirone Editore Group is committed to promoting the personal and professional growth of each employee, fostering an inclusive culture in which each individual feels valued and supported. All workers, regardless of gender, age or work location, are given equal career opportunities. The Group's commitment extends to permanent employees, freelancers and contractors, recognising the different business dynamics that involve them.

Priority issues include privacy protection, working time management and work-life balance, which are essential for staff well-being. The Group attaches great importance to diversity, gender equality, equal pay, and the inclusion of people with disabilities, taking concrete measures to prevent and combat all forms of violence and harassment to ensure a safe and respectful work environment.

The Group invests in continuing education and skill development to foster employees' professional growth and contribute positively to society.

Contractual framework and adequate wages

S1-10

The Group's employee contracts are made in accordance with the national collective bargaining agreements (CCNL) applicable according to the business sector and company. These contracts regulate working conditions, mutual rights and duties, ensuring appropriate wages according to category, qualification and the labour market. The Group is committed to providing fair remuneration that reflects the value of the work performed and ensures an adequate standard of living by adopting periodic salary review policies to keep compensation competitive.

Caltagirone Editore Group
wages
Entry wages 2024 2023
Male Female Local
min.wage
%male %female Local
min.wage
%male %female
Corriere Adriatico 33,882 33,882 17,761 1.91 1.91 17,761 1.91 1.91
Caltagirone Editore 50,000 50,000 16,000 3.13 3.13 16,000 3.13 3.13
Ced Digital 28,000 28,000 16,000 1.75 1.75 16,000 1.75 1.75
Gazzettino 33,882 33,882 17,761 1.91 1.91 17,761 1.91 1.91
Leggo 33,882 33,882 17,761 1.91 1.91 17,761 1.91 1.91
Mattino 33,882 33,882 17,761 1.91 1.91 17,761 1.91 1.91
Messaggero 33,882 33,882 17,761 1.91 1.91 17,761 1.91 1.91
Piemme 28,000 28,000 16,000 1.75 1.75 16,000 1.75 1.75
Quotidiano di Puglia 33,882 33,882 17,761 1.91 1.91 17,761 1.91 1.91
Servizi Italia 26,000 26,000 16,000 1.63 1.63 16,000 1.63 1.63
Stampa Napoli 34,900 34,900 16,000 2.18 2.18 16,000 2.18 2.18
Stampa Roma 37,000 33,000 16,000 2.31 2.06 16,000 2.31 2.06
Stampa Venezia 28,000 28,000 16,000 1.75 1.75 16,000 1.75 1.75

The table shows the entry salaries for the year 2024 in the different newspaper titles and companies of the Caltagirone Editore Group, comparing them with the 2023 figures, showing substantial gender parity. For each company, the minimum entry wage for both men and women, the local reference minimum wage, and the percentages representing the ratio of the entry wage to the local minimum wage are given.

In most Caltagirone Editore Group companies, entry wages are equal for men and women, highlighting wage parity. Local minimum wages remained stable between 2023 and 2024. However, significant differences in entry wages are observed among different Group companies. One exception is Stampa Roma, where there is a wage disparity between men and women.

Social dialogue, freedom of association, protection of workers' rights and collective bargaining are key tools for giving voice to diverse perspectives.

The Caltagirone Editore Group recognises the importance of transparent and constructive communication with its employees, considering it a key element of its corporate strategy. Through strong labour relations and effective industrial partnerships, the Group aims to create a collaborative work environment that fosters optimised productivity and elevated quality of content produced.

At the same time, the Group is committed to strengthening its social role through initiatives to enhance the local area and local communities, thus consolidating its positive reputation.

It also invests in the future through active partnerships with universities and research institutions, offering curricular internship opportunities for students. In the Veneto region in particular, Stampa Venezia has partnered with technical colleges to attract young talent in the technical sector, responding to the growing difficulty of finding qualified personnel for night activities. Protection of human and labour rights is a central commitment for the Group, which adopts policies in accordance with international standards to ensure a safe, inclusive and fair environment.

Human resource management aims to enhance talent and incentivise professional growth through clear organisational structures and vertical and horizontal mobility processes. The management of journalistic staff features strict selection criteria, payroll control and continuous investment in training, with a focus on digital skills, innovative publishing software and new journalistic techniques.

The risk analysis revealed critical issues such as non-compliance with health and safety regulations, risk of defamation in the press, inadequate evaluations in selection processes, and pay disparities. To mitigate these risks, the Group has taken specific measures, including ongoing training and remuneration policies based on roles and responsibilities.

Gender equality and equal treatment, Health and safety

S1-9; S1-14

Since 2013, the Group has implemented gender diversity policies, ensuring equal representation on administrative bodies and the Board of Statutory Auditors. Transparent communication with employees is encouraged through meetings with employee representatives, and although there are currently no formalised processes for structured workforce involvement in risk assessment, the company is exploring initiatives to strengthen these processes.

In 2023, the Group introduced a Whistleblowing procedure in accordance with Legislative Decree No. 24/2023, ensuring safe and anonymous channels for reporting wrongdoing, and notes that no critical or noteworthy reports have been received since its establishment.

Management considers occupational health and safety a top priority and constantly monitors the initiatives taken and their impact on business functions.

Employee health and safety is a top priority for the Group, which is committed to creating and maintaining safe and secure work environments. In printing presses, where nighttime and industrial activities present specific risks, the company takes a proactive approach to prevention. To mitigate risks, strict preventive measures are implemented, which include:

  • Ongoing staff training: to ensure that all employees are aware of safety hazards and procedures.
  • Use of safety devices: to protect workers during risky activities.
  • Permanent prevention and protection service: responsible for assessing company risks and implementing effective preventive measures.
  • Health surveillance: with periodic visits and specialised examinations to monitor workers' health.
  • Programme to monitor safety measures: through regular inspections by the Prevention and Protection Service Manager.

The Group strongly condemns all forms of forced and child labour and takes effective preventive measures to counter them. The Group is also committed to the continuous improvement of operating conditions and the introduction of safety measures that go beyond regulatory requirements to minimise the risk of accidents and work-related ill health.

Through its ongoing commitment to health and safety protection, the Group ensures a safe working environment that complies with current regulations, demonstrating strong social responsibility and a priority focus on the well-being of its employees.

Work-related injuries
Injuries Days lost due to injury Total hours
worked
Incidents per million hours
worked
Corriere Adriatico 1 10 44,892 22
Caltagirone
Editore
Ced Digital 1 5 44,280 23
Gazzettino -
Leggo -
Mattino
Messaggero 2 64 193,566 10
Piemme - -
Quotidiano di
Puglia
- -
Servizi Italia 1 48 110,854 9
Stampa Napoli -
Stampa Roma 1 20 80,382 12
Stampa Venezia
Total 6 147 473,974 15

The table above presents an analysis of work-related injuries reported at the various newspapers of the Caltagirone Editore Group. It is noted that a total of six accidents occurred during the period under review. The newspaper with the highest number of injuries is Il Messaggero, with two cases, resulting in 64 days of absence. They are followed, with one injury each, by Corriere Adriatico (10 days' absence), Ced Digital & Servizi (5 days' absence), Servizi Italia (48 days' absence) and Stampa Roma (20 days' absence). Caltagirone Editore, Gazzettino, Leggo, Mattino, Piemme, Quotidiano di Puglia, Stampa Napoli and Stampa Venezia reported no injuries. The total number of days of absence due to injury is 147, out of a total of 473,974 hours worked. The injury incidence rate, calculated as a percentage of total hours worked, is 0.25%, while the injury rate per million hours worked, a figure specifically required by ESRS standards to ensure maximum comparability and resulting from the sum of hours worked by 500 full-time employees over the course of a year, is 15 injuries on a Group average basis, with a minimum of 9 for Servizi Italia and a maximum of 23 for Ced Digital & Services.

Consumers and end-users

ESRS S4 – Consumers and end-users

IRO IRO type KPI-DRI Description of KPI
Enhancement of enterprise-produced content by
Policies related to consumers
encouraging the development of original and and end-users;
quality products through the promotion of Positive Impact
Processes for engaging with
intellectual property compliance through licensing consumers and end-users
agreements and collaborations. about impacts;
Loss of originality of content produced by the
Processes to remediate
Group due to a failure to enhance the intellectual Negative Impact negative impacts and
property of publishers. channels for consumers and
Increasing the value generated by the Group and end-users to raise concerns;
enhancing the value of authors' work, ensuring S4-1
Taking action on material
the independence of the content produced Opportunities S4-2 impacts on consumers and
resulting in consolidation of the level of reader S4-3 end-users, and approaches to
loyalty and trust throughout the editorial offerings. S4-4 managing material risks and
S4-5 pursuing material
opportunities related to
consumers and end-users,
and effectiveness of those
Loss of competitiveness due to unfair actions;
remuneration for published content, which does Risk
Targets related to managing
not value the work done by authors material negative impacts,
advancing positive impacts,
and managing material risks
and opportunities

End-Users and Caltagirone Editore Group

S4 SMB-3; S4-1

The core business of Group Companies is closely related to consumers and end- users, whose access to quality information and experience depend on the content offered.

Specifically, end-users are citizens who enjoy publishing and digital products for personal use, accessing news, insights and information content through the platforms provided.

Findings from the double materiality analysis indicate that consumers and end-users may be subject to potential negative impacts, particularly with regard to:

  • The right to the protection of personal data, ensuring that information is processed in a manner that complies with current regulations.
  • The right to quality information, ensuring that content is accessible and inclusive to all segments of the population.

The Group works closely with its customers to understand the needs of consumers and endusers, assessing any risks of significant impact. Given that publishing and digital solutions are

widely used in society and are a primary source of information, potential negative impacts can be both widespread and related to specific individual cases.

Although all consumers and end-users can potentially be affected, accessibility issues specifically concern:

• Older people, who may have difficulty using digital tools.

• People with disabilities, for whom ensuring accessible formats and inclusive technologies is essential.

For this reason, the Group adopts best practices and solutions for content accessibility, based on international industry guidelines and European regulations on digital inclusion.

Data protection and security

S4-1, S4-2, S4-3, S4-4, S4-5

The policies, methodologies and actions implemented by Group Companies include advanced procedures to ensure high standards of security and the protection of sensitive information. Confidentiality and data security are a key element of the Group's legitimacy and reputation.

S4-1, S4-2, S4-3, S4-4, S4-5

The Caltagirone Editore Group's core business is closely linked to consumers and end-users, whose data are processed in compliance with current regulations. The Group guarantees solutions that significantly affect both the professional and personal spheres of its users. To better understand their needs and assess any material impact risks, the Group works closely with its customers, acquiring information and knowledge of the target audience.

As the Group's solutions are often integrated into social infrastructures and used by authorities, businesses and citizens, potential negative impacts can take on a widespread scope or be associated with specific incidents. To ensure compliance with publishing and journalism industry regulations, the Group adopts clear and strict policies based on Italian legislative provisions, including Law 47/1948 on the press and Law 416/1981 for publishing companies. Each newspaper title is supervised by an Editor-in-Chief, who verifies the truthfulness of the content, ensuring its compliance with industry regulations, professional ethics and respect for readers. This process is critical for protecting the credibility of information and managing rights related to the use of protected materials, such as photos and videos, acquired through licensing agreements with recognised agencies.

While respecting freedom of expression and editorial independence, the Group follows the guidelines of the Institute of Advertising Self-Discipline (IAP), ensuring that advertising content is not misleading or dangerous to the public. The evolution of digitalisation has led to significant investments in media literacy, promoting the ability to access, understand and critically evaluate media content. Revised publishing formats have improved the accessibility and usability of information, flanked by continued development of digital platforms and mobile applications. Such initiatives not only enhance the reader experience but also expand opportunities for engagement, ensuring clear information even on complex issues such as economics, politics and local news.

The Group's commitment to promoting a culture of quality information is demonstrated by its collaboration with the Permanent Observatory for Young Publishers (OPGE). This partnership takes the form of initiatives aimed at civic education and information, such as the distribution of newspapers in schools and universities, encouraging critical reading of the media among the younger generation. This contributes to greater awareness among young consumers and strengthens the link between the public and the world of information.

Currently, the Group is implementing structured procedures to ensure a transparent and effective approach to handling reports and mitigating negative impacts. Planned measures include:

  • Defining more structured editorial processes to ensure the accuracy and verifiability of published information;
  • Adoption of advertising guidelines that avoid misleading or harmful content, with special attention to minors and vulnerable groups;
  • Strengthening personal data protection in accordance with GDPR regulations;
  • Introduction of dedicated communication channels, such as customer support services, sections on newspapers' websites for reporting, and active monitoring of social media interactions.

In parallel, the Group is planning a framework of interventions to manage risks and opportunities, with actions aimed at:

  • Strengthening fact-checking and source verification to reduce the risk of dissemination of inaccurate information;
  • Protecting privacy and personal data through advanced security measures;

  • Establishing clear criteria for responsible advertising;
  • Actively monitoring user reporting to promptly identify any critical issues.

The Group aims to structure a management system that provides for:

  • Monitoring procedures to prevent the dissemination of inaccurate information;
  • Advanced tools for data protection and cyber security;
  • Responsible advertising policies with a focus on sensitive content;
  • Creating spaces for dialogue with readers to encourage their involvement in the production and verification of information;

Focus on: Intellectual property and copyright protection

The Group is committed to enhancing its content through the development of original, highquality products, supported by respect for intellectual property and copyright. In this context, the Group takes strict measures to enforce the new copyright law, which includes the determination of fair compensation for authors and content creators, in line with national and European Directives and the supervisory role entrusted to AgCom.

In addition, the Group works through licencing agreements and strategic collaborations to safeguard its rights, establishing an ongoing dialogue with major OTTs - including Google, Microsoft, Meta and others - in order to manage and resolve any disputes, thus ensuring fair treatment and remuneration. Our commitment extends to the protection of content originality, which is considered critical to maintaining leadership and innovation in the modern publishing landscape.

Through these initiatives, the Group strengthens its role in the market, improving access to quality information and responding to consumer needs in a responsible and innovative way.

Governance

ESRS G1 Business conduct
IRO IRO type KPI-DRI Description of KPI
Improved operational efficiency and security of
corporate and end-user information by
adopting advanced technologies and data
protection protocols. This approach also
allows for the optimisation of organisational
processes.
Positive Impact
Promoting fair and transparent business
management that incentivises adherence to
the ethical principles of the profession and
fosters innovation within the market
environment.
Positive Impact
Reaching a wider customer base by investing
in innovative digital content and products.
Positive Impact
Improving the quality and resilience of the
value chain by recycling materials, diversifying
suppliers, and adopting sustainable sourcing
practices.
Positive Impact G1-1
G1-2
G1-3

Corporate culture and business
conduct policies;

Management of relationships
with suppliers;
Violation of information security measures,
which can cause a slowdown in business
activities.
Negative Impact G1-4
G1-5
G1-6

Prevention and detection of
corruption and bribery;

Confirmed incidents of
Variation in supply prices and increasing
alienation of consumers due to over-reliance
on single, non-sustainability-compliant
suppliers with possible harm to the
environment and community
Negative Impact corruption or bribery;

Political influence and lobbying
activities;

Payment practices
Loss of reputation and trust of its
stakeholders, undermining the long-term
sustainability of the business.
Negative Impact
Creation of inequalities to customers with
limited access to IT services offered.
Negative Impact
Increased costs and lost revenue resulting
from expenses required to restore business
following any disruptions caused by cyber
security breaches.
Risk
Increased revenues through increased market
share, reaching new customers oriented
toward the use of digital products, and through
Opportunities

Monitoring and management of material IROs

G1 IRO 1; G1-1;

CED's operating model relies primarily on its staff and workers within its value chain. Compliance with applicable regulations and international guidelines on ethical business conduct is a strategic priority, both to prevent direct legal and economic consequences for noncompliance and to ensure the maintenance of an efficient and competent workforce.

Fostering a corporate culture that protects employees and other stakeholders from potential negative human rights impacts, prevents incidents of corruption and protects whistleblowers who report such issues, is critical not only to compliance with regulations and maintaining an operating license, but also to CED's internal social strategy and business objectives.

As a major player in the publishing and digital industries, CED recognises that responsible and transparent payment practices are an essential element of the business standards it must apply. The proper management of relationships with suppliers and partners is, in fact, a crucial aspect of ensuring a fair and sustainable business environment.

The identification of IROs (Key Impacts, Risks and Opportunities) in governance is undertaken through a structured analysis based on in-depth knowledge of the organization and internal documents such as corporate policies and operational guidelines. The assessment extends to the entire Group and benefits from structured communication on business conduct procedures. This approach allows strategies and policies to be aligned centrally, ensuring uniformity and consistency in the management of risks and opportunities.

The assessment process is based on the active involvement of relevant stakeholders, as well as a combined analysis of binding regulations (hard law) and self-regulatory principles (soft law), compared with existing business practices.

This methodology enables CED to proactively identify and manage the most significant risks and opportunities in governance, strengthening the company's resilience and its ability to operate in an environment of transparency and integrity.

Enterprise policies and copyright protection

G1-1; G1-3; G1-4; G1-5

The Caltagirone Editore S.p.A. Group adopts a governance model based on transparency and fairness, promoting compliance with ethical principles and encouraging innovation in the market. This approach fosters an environment of trust and integrity, which are essential elements in ensuring long-term success.

The enhancement of content is a key pillar for the Group, which encourages the development of original, high-quality products while ensuring respect for intellectual property and copyright. Through licencing agreements and strategic partnerships, creativity is protected and technological and editorial progress is promoted.

Business conduct plays a central role in the Group's business model, which places great emphasis on protecting workers along the value chain. Compliance with current regulations and international ethics guidelines is considered a priority, not only to avoid legal and economic consequences, but also to preserve a competent and efficient workforce. Promoting a corporate culture that ensures the protection of employees and stakeholders from human rights violations, corruption and other issues is a strategic goal of the Group.

Although they have not adopted an Organizational Model pursuant to Legislative Decree No. 231/2001, the subsidiaries have introduced Whistleblowing procedures to allow anonymous reporting of unlawful conduct - both internal and external - thus enabling the Group Companies to prevent, detect and promptly manage possible cases of corruption.

These procedures include a whistleblower protection system and an internal channel accessible through the company website, ensuring an efficient and confidential handling of reports. In this regard, it is reported that over the reporting period there were no incidents or legal proceedings related to corruption or bribery practices. The Group will continue to promote a culture marked by transparency and ethics, ensuring appropriate tools for the prevention and management of possible wrongdoing.

Group Companies operate in full compliance with regulations relating to transparency and editorial independence so as to ensure maximum protection for their employees and collaborators, as well as to ensure that they engender in their readers absolute confidence in the independence of the information presented to them. In this sense, it is reported that none of the many publishing titles that are part of the Caltagirone Editore Group has taken part in or been the subject of direct lobbying activities or financing of political parties. Compliance with the rules of journalistic ethics and the protection of freedom of the press remain core principles of the Group's business, which is committed to providing information free from external influence.

Digitalisation and data protection

G1-1

CED is actively committed to the prevention of corruption and bribery, promoting an environment of integrity and transparency. To this end, the Group has adopted procedures and protocols designed to ensure compliance with current regulations and the highest ethical standards.

In particular, the adoption of advanced technologies and data protection protocols makes it possible to optimise organisational processes and ensure high security standards, minimising operational risks, including those related to corruption and bribery. Any reports of potential violations of anti-corruption policies are promptly investigated through internal whistleblowing procedures. If confirmed, the violation is promptly addressed by taking appropriate corrective measures. The results of investigations, conclusions and any actions taken are reported to the relevant corporate functions and the Board of Directors.

Responsible value chain

G1-2; G1-6

Strengthening the value chain is a cornerstone of corporate strategy. The Group is committed to reducing dependence on sole suppliers by promoting responsible sourcing practices to avoid price fluctuations and negative impacts on the environment and local communities.

To improve the management of supplier relations, the Group is working on streamlining the procedures of the purchasing procurement office, with the aim of ensuring transparent processes and responsible business relations. While however we do not currently have specific policies on the selection of suppliers with respect to social and environmental criteria, it is emphasized that the Group Companies procure central materials such as paper exclusively

from suppliers operating in countries that comply with OECD minimum safeguards and are also guaranteed by compliance with sustainability certificates such as that from the FSC (Forest Stewardship Council).

Adherence to payment terms is also ensured, with a special effort to support small and medium-sized enterprises, following payment standards of 60 days. In this regard, it is reported that within the reporting period (FY 2024) there were no cases of disputes related to late payments with respect to its suppliers

Attention to transparency in supplier relations remains an essential element of the company's strategy, contributing to the strength of business relationships.

Below are the main categories of suppliers, also including the information on payment terms for different categories of suppliers in Italy, Europe and non-EU countries in the years 2024 and 2023.

Italy

In 2024, Group Companies' payment practices to suppliers operating in Italy were highly compliant with standard payment terms, with 96% of payments made on time. This represents an improvement over 2023, where compliance was 97%. There were no legal proceedings for late payments in either year.

2024 ITALY
Main Supplier Categories Category A
COLLAB
Category B
SERVICES
Category C
OTHER
Category D
UTILITES
TOTAL
Standard payment terms 60 60 60 30 53
Number of payments in line with standard
terms
7,254 1,078 532 125 8,989
Total number of payments 7,254 1,212 687 126 9,379
Proportion of suppliers in category for which
payment terms are met
1,579 243 166 35 2,023
Total number of suppliers by category 1,579 252 229 20 2,080
Percentage value of total payments (%) 100% 82% 77% 99% 96%
Total percentage value of suppliers by
category (%)
100% 96% 72% 175% 97%
Number of legal proceedings for late
payments
- -

2023 TALY
Main Supplier Categories Category A
COLLAB
Category B
SERVICES
Category C
OTHER
Category D
UTFITES
TOTAL
Standard payment terms 60 60 60 30 53
Number of payments in line with standard
terms
6,910 1,125 449 114 8,598
Total number of payments 6,939 1,213 612 114 8,878
Proportion of suppliers in category for
which payment terms are met
1,574 250 159 15 1,998
Total number of suppliers by category 1,580 261 218 17 2,076
Percentage value of total payments (%) 100% 93% 73% 100% 97%
Total percentage value of suppliers by
category (%)
100% 96% 73% 83% 96%
Number of legal proceedings for late
payments

Europe

For Europe, in 2024, 42% of payments were made within standard deadlines, a decline from 85% in 2023. However, it is reported that even with respect to European suppliers from outside Italy, there have been no legal proceedings related to delayed payments compared to the initially agreed timelines.

2024 EUROPE
Main Supplier Categories Category A
COLLAB
Category B
SERVICES
Category C
OTHER
Category D
UTILITES
TOTAL
Standard payment terms 60 60
Number of payments in line with standard
terms
33 33
Total number of payments 79 79
Proportion of suppliers in category for which
payment terms are met
17 17
Total number of suppliers by category 26 26
Percentage value of total payments (%) 42% 0% 0% 0% 42%
Total percentage value of suppliers by
category (%)
65% 0% 0% 0% 65%
Number of legal proceedings for late
payments

2023 EUROPE
Main Supplier Categories Category A
COLLAB
Category B
SERVICES
Category C
OTHER
Category D
UTILITES
TOTAL
Standard payment terms 60 60
Number of payments in line with standard
terms
72 72
Total number of payments 85 85
Proportion of suppliers in category for
which payment terms are met
26 26
Total number of suppliers by category 29 29
Percentage value of total payments
(%)
85% 0% 0% 0% 85%
Total percentage value of suppliers by
category (%)
90% 0% 0% 0% 90%
Number of legal proceedings for late
payments

Non-EU

In 2024, 67% of payments for non-EU suppliers were made within standard terms, down on 91% in 2023. It is also reported with respect to non-EU suppliers that there were no legal proceedings related to late payment given the insignificance of the figures.

2024 NON-EU COUNTRIES
Main Supplier Categories Category
A COLLAB
Category B
SERVICES
Category C
OTHER
Category D
UTILITIES
TOTAL
Standard payment terms 60 60
Number of payments in line with standard
terms
72 72
Total number of payments 107 107
Proportion of suppliers in category for
which payment terms are met
11 11
Total number of suppliers by category 18 18
Percentage value of total payments
(%)
67% 0% 0% 0% 67%
Total percentage value of suppliers by
category (%)
61% 0% 0% 0% 61%
Number of legal proceedings for late
payments

2023 NON-EU COUNTRIES
Main Supplier Categories Category A
COLLAB
Category B
SERVICES
Category C
OTHER
Category D
UTILITES
TOTAL
Standard payment terms 60 60
Number of payments in line with standard
terms
70 70
Total number of payments 77 77
Proportion of suppliers in category for which
payment terms are met
11 11
Total number of suppliers by category 18 - 18
Percentage value of total payments (%) 91% 0% 0% 0% 91%
Total percentage value of suppliers by
category (%)
61% 0% 0% 0% 61%
Number of legal proceedings for late
payments

In general, the figures report good compliance with standard payment terms in all regions and categories, with a slight improvement in 2024 for suppliers operating in Italy, while the absence of legal proceedings due to delays is a positive sign, indicating a good level of payment management.

Throughout 2023 and 2024, the Group has maintained a consistent commitment to meeting standard payment terms for suppliers, demonstrating sound business relationship management and a focus on economic sustainability. In Italy, 96% of payments were made on time in 2024, a slight improvement from 97% in 2023. This was achieved through efficient management of key categories of providers, including Collaborators, Services, Other and Utilities. The share of suppliers terms respected was 97% in 2024, confirming the Group Companies' reliability and punctuality with respect to their business partners.

As for non-EU suppliers, compliance with payment terms decreased from 91% in 2023 to 67% in 2024. Again, the Group is currently implementing strategies to improve on-time payment and strengthen relationships with our international suppliers.

ESRS Content Index

Cross-cutting Standards
ESRS 2 - General disclosures
Sustainability Statement Chapter/Section
BP-1 General basis for preparation
of sustainability statements
"General Disclosures"
BP-2 Disclosures in relation to
specific circumstances
"General Disclosures"
DR GOV-1 The role of the administrative,
management and supervisory
bodies
"Governance of Sustainability Statement >
Structure and composition of the governing
body."
DR GOV-2 Information provided to and
sustainability matters
addressed by the undertaking's
administrative, management
and supervisory bodies
"Board of Directors' approach to Sustainability"
DR GOV-3 Integration of sustainability
related performance in
incentive schemes
"Board of Directors' approach to Sustainability"
DR GOV-4 Statement on due diligence "Board of Directors' approach to Sustainability"
DR GOV-5 Risk management and internal
controls over sustainability
reporting
"Risk management in sustainability reporting"
DR SBM-1 Strategy, business model and
value chain
"Strategy, Business Model and Value Chain"
DR SBM-2 Interests and views of
stakeholders
"Materiality Analysis"
DR SBM-3 Material impacts, risks and
opportunities and their
interaction with strategy and
business model
"Materiality Analysis"
IRO-1 Description of the processes to
identify and assess material
impacts, risks and
opportunities
"Materiality Analysis"
IRO-2 Disclosure Requirements in
ESRS covered by the
undertaking's sustainability
statement
"Materiality Analysis"

Environmental Standards
ESRS E1 - Climate Change
Sustainability Statement Chapter/Section
ESRS 2,
GOV-3
Integration of sustainability
related performance in
incentive schemes
"Board of Directors' approach to Sustainability"
E1-1 Transition plan for climate
change mitigation
"Climate Change > Climate change
adaptation"
ESRS 2
SBM-3
Material impacts, risks and
opportunities and their
interaction with strategy and
business model
"Climate Change > Climate change
adaptation"
ESRS 2
IRO-1
Description of the processes to
identify and assess material
climate-related impacts, risks
and opportunities
"Climate Change > Climate change
adaptation"
E1-2 Policies related to climate
change mitigation and
adaptation
"Climate Change > Climate change
adaptation"
E1-3 Actions and resources in
relation to climate change
policies
"Climate Change > Climate change
adaptation"
E1-4 Targets related to climate
change mitigation and
adaptation
"Climate Change > Energy Consumption and
GHG Emissions"
E1-5 Energy consumption and mix "Climate Change > Energy Consumption and
GHG Emissions"
E1-6 Gross Scopes 1, 2, 3 and Total
GHG emissions
"Climate Change > Energy Consumption and
GHG Emissions"
Environmental Standards
ESRS E5 - Resource use and circular
economy
Sustainability Statement Chapter/Section
ESRS 2
IRO-1
Description of the processes to
identify and assess material
impacts, risks and
opportunities related to
resource use and the circular
economy
"Resource use and circular economy > Paper
use and material circularity"
E5-1 Policies related to resource
use and circular economy
"Resource use and circular economy > Paper
use and material circularity"
E5-2 Actions and resources related
to resource use and circular
economy
"Resource use and circular economy >
Policies Actions and Goals"
E5-3 Targets related to resource use
and circular economy
"Resource use and circular economy >
Policies Actions and Goals"
E5-4 Resource inflows "Resource use and circular economy >
Resource inflows and outflows"
E5-5 Resource outflows "Resource use and circular economy >
Resource inflows and outflows"
Social Standards
ESRS S1 – Own workforce
Sustainability Statement Chapter/Section
ESRS 2
SBM-2
Interests and views of
stakeholders
"Materiality Analysis"
ESRS 2
SBM-3
Material impacts, risks and
opportunities and their
interaction with strategy and
business model
"Materiality Analysis"

S1-1 Policies related to own
workforce
"Social > Own workforce > Management and
enhancement of human capital"
S1-2 Processes for engaging with
own workers and workers'
representatives about impacts
"Social > Own workforce > Management and
enhancement of human capital"
S1-3 Processes to remediate
negative impacts and channels
for own workers to raise
concerns
"Social > Own workforce > Management and
enhancement of human capital"
S1-4 Taking action on material
impacts on affected
communities, and approaches
to mitigating material risks and
pursuing material opportunities
related to affected
communities, and
effectiveness of those actions
"Social > Own workforce > Management and
enhancement of human capital"
S1-5 Targets related to managing
material negative impacts,
advancing positive impacts,
and managing material risks
and opportunities
"Social > Own workforce > Management and
enhancement of human capital"
S1-6 Characteristics of the
undertaking's employees
"Social > Own workforce > Management and
enhancement of human capital"
S1-9 Diversity metrics "Social > Own workforce > Management and
enhancement of human capital > Gender and
Treatment Equality, Health and Safety"
S1-10 Adequate wages "Social > Own workforce > Management and
enhancement of human capital > Contractual
framework and appropriate wages"
S1-14 Health and safety metrics "Social > Own workforce > Management and
enhancement of human capital > Gender and
Treatment Equality, Health and Safety"
Social Standards
ESRS S4 – Consumers and End-Users
Sustainability Statement Chapter/Section
ESRS 2
SBM-2
Interests and views of
stakeholders
"Materiality Analysis"
ESRS 2
SBM-3
Material impacts, risks and
opportunities and their
interaction with strategy and
business model
"Consumers and End-Users > End-Users and
Caltagirone Editore Group"
S4-1 Policies related to consumers
and end-users
"Consumers and End-Users > End-Users and
Caltagirone Editore Group; Data protection and
information security"
S4-2 Processes for engaging with
consumers and end-users
about impacts;
"Consumers and End-Users > Data protection
and information security"
S4-3 Processes to remediate
negative impacts and channels
for consumers and end-users
to raise concerns
"Consumers and End-Users > Data protection
and information security"
S4-4 Taking action on material
impacts on consumers and
end-users, and approaches to
managing material risks and
pursuing material opportunities
related to consumers and end
users, and effectiveness of
those actions;
"Consumers and End-Users > Data protection
and information security"

S4-5 Targets related to managing
material negative impacts,
advancing positive impacts,
and managing material risks
and opportunities
"Consumers and End-Users > Data protection
and information security"
------ ---------------------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------
Governance structure
ESRS G1 - Business conduct
Sustainability Statement Chapter/Section
ESRS 2
GOV-1
The role of the administrative,
management and supervisory
bodies
"Governance of Sustainability Statement"
ESRS 2
IRO-1
Description of the processes to
identify and assess material
impacts, risks and
opportunities
"Governance > Monitoring and management
of material IROs."
G1-1 Corporate culture and
business conduct policies
"Governance > Monitoring and management
of material IROs; Enterprise policies and
copyright protection; Digitization and Data
Protection"
G1-2 Management of relationships
with suppliers
"Governance > Responsible Value Chain"
G1-3 Prevention and detection of
corruption and bribery
"Governance > Enterprise policies and
copyright protection"
G1-4 Confirmed incidents of
corruption or bribery
"Governance > Enterprise policies and
copyright protection"
G1-5 Political influence and lobbying
activities
"Governance > Enterprise policies and
copyright protection"
G1-6 Payment practices "Governance > Responsible Value Chain"

CONSOLIDATED FINANCIAL STATEMENTS

December 31ST 2024 Consolidated Balance Sheet

Assets
(Euro thousands) note 31.12.2024 31.12.2023
Non-current assets
Intangible assets with definite life 1 538 430
Intangible assets with indefinite life
Newspaper titles
2 76,803
76,803
91,803
91,803
Property, plant and equipment
of which related parties
3 37,670
10,535
40,316
11,259
Equity investments and non-current securities 4 386,876 270,449
Other non-current assets 5 144 139
Deferred tax assets 6 57,033 55,559
TOTAL NON-CURRENT ASSETS 559,064 458,696
Current assets
Inventories 7 2,050 2,175
Trade receivables 8 39,280 35,933
of which related parties 62 105
Current financial assets 9 19,833 18,162
Tax receivables 6 153 -
Other current assets
of which related parties
10 12,091
8
4,375
8
Cash and cash equivalents 11 3,966 16,041
TOTAL CURRENT ASSETS 77,373 76,686
TOTAL ASSETS 636,437 535,382

Consolidated Balance Sheet

note 31.12.2024 31.12.2023
125,000
(18,865)
313,007
16,231
435,373
12 526,769 435,373
13 10,041
14 216 234
15 8,624 9,606
7,544 8,395
978
18,685
39,544
14 8,087 8,868
17 27,027 21,138
724
11,899
3,085
14
18,547
24
72,821 60,466
109,668 100,009
16
6
15
6
16
125,000
(18,865)
412,443
8,191
526,769
8,958
1,196
17,853
36,847
358
17,894
3,189
-
19,813
-

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 636,437 535,382

Consolidated Income Statement

(Euro thousands) Note 2024 2023
Revenues
of which related parties
Other operating revenues
of which related parties
TOTAL REVENUES
18
19
102,219
174
9,783
57
112,002
108,652
145
7,813
73
116,465
Raw material costs
Labour costs
of which non-recurring charges
Other operating charges
of which related parties
20
13
21
(9,214)
(49,916)
(1,154)
(52,088)
(961)
(11,177)
(48,292)
(634)
(51,428)
(765)
TOTAL COSTS (111,218) (110,897)
EBITDA 784 5,568
Amortisation & Depreciation
Amort. leased assets
of which related parties
Provisions
Write-down of intangible assets with indefinite life
Doubtful debt provision
Amortisation, depreciation, provisions and write-downs
22 (2,554)
(3,985)
(3,207)
(291)
(15,000)
(437)
(22,267)
(2,521)
(3,899)
(3,155)
(623)
-
(138)
(7,181)
EBIT (21,483) (1,613)
Financial income
Financial charges
of which related parties
Net financial income
23 24,177
(2,342)
(121)
21,835
18,437
(1,690)
(150)
16,747
PROFIT BEFORE TAXES 352 15,134
Income taxes 6 7,839 1,097
RESULT FROM CONTINUING OPERATIONS 8,191 16,231
NET PROFIT FOR THE YEAR
Group Net Profit
Minority interest share
8,191
8,191
-
16,231
16,231
-
Basic and diluted earnings per share 24 0.077 0.152

Consolidated Statement of Comprehensive Income

(Euro thousands) Note 2024 2023
Net profit for the year 8,191 16,231
Items which are not reclassified subsequently to
profit/(loss) for the period
Effect of actuarial gains/losses, net of tax effect
12 15 (109)
Profit/(loss) from the disposal of Investments in equity
instruments net of the tax effect
3,374 1,210
Profit/(loss) from the valuation of Investments in equity
instruments net of the tax effect
4 84,175 36,449
Total other items of the Comprehensive Income Statement 23 87,564 37,550
Comprehensive profit/(loss) 95,755 53,781
Attributable to:
Parent Company shareholders 95,755 53,781

Statement of Changes in Consolidated Shareholders' Equity

(Euro thousands) Share
capital
Listing
charges
Treasury
shares
Fair Value
reserve
Other
reserves
Net
Result
Group net
equity
Minority
interest
N.E.
Total net
equity
Balance at
January 1st 2023
125,000 (18,865) (23,641) 5,387 290,382 6,996 385,259 - 385,259
Prior year result 6,996 (6,996) - -
carried forward
Dividends
(3,204) (3,204) (3,204)
Amount set aside
to BoD (411) (411) (411)
Total
transactions
with
- - - - 3,381 (6,996) (3,615) - (3,615)
shareholders
Change in fair
value reserve 36,449 36,449 36,449
Net change in post-emp. ben. (109) (109) (109)
reserve
Change in other
provisions 1,210 1,210 1,210
Net Profit 16,231 16,231 16,231
Comprehensive - - - 36,449 1,101 16,231 53,781 - 53,781
profit/(loss)
Other changes
(52) (52) (52)
Balance at
December 31st
2023
125,000 (18,865) (23,641) 41,836 294,812 16,231 435,373 - 435,373
Balance at 125,000 (18,865) (23,641) 41,836 294,812 16,231 435,373 - 435,373
January 1st 2024
Prior year result
carried forward 16,231 (16,231) - -
Dividends (4,272) (4,272) (4,272)
Amount set aside (80) (80) (80)
to BoD
Total
transactions
with
- - - - 11,880 (16,231) (4,351) - (4,351)
shareholders
Change in fair
84,175 84,175 84,175
value reserve
Net change in
post-emp. ben.
reserve
15 15 15
Change in other
provisions
3,374 3,374 3,374
Net Profit 8,191 8,191 8,191
Comprehensive - - - 84,175 3,389 8,191 95,755 - 95,755
profit/(loss)
Other changes
Balance at
(8) (8) (8)
December 31st
2024
125,000 (18,865) (23,641) 126,011 310,081 8,183 526,769 - 526,769

-

Consolidated Cash Flow Statement

in Euro thousands Not
e 2024 2023
CASH & CASH EQUIVALENTS PREVIOUS YEAR 11 16,041 23,994
Net Profit/(loss) for the year 8,191 16,231
Amortisation & Depreciation 6,539 6,420
(Revaluations) and write-downs 15,439 138
(21,837
Net financial income/(charges) ) (16,747)
(Gains)/losses on disposals (9)
Income taxes (7,839) (1,097)
Changes in employee provisions (1,395) (1,814)
Changes in current and non-current provisions (798) 241
OPERATING CASH FLOW BEFORE CHANGES IN WORKING
CAPITAL (1,709) 3,372
(Increase) Decrease in inventories 125 357
(Increase) Decrease in Trade receivables (3,784) (1,826)
Increase (Decrease) in Trade payables 5,890 1,228
Change in other current and non-current liabilities (6,493) (2,078)
Change in deferred and current income taxes 4,624 61
OPERATING CASH FLOW (1,347) 1,114
Interest received 1,978 954
Interest paid (838) (760)
Other income (charges) received/paid 132 245
Income taxes paid (416) (349)
A) CASH FLOW FROM OPERATING ACTIVITIES (490) 1,204
Dividends received 18,897 17,161
Investments in Intangible Assets (366) (185)
Investments in Tangible Assets (395) (375)
(53,782
Non-current investments and securities ) (16,904)
Sale of intangible and tangible assets 81
Sale of equity investments and non-current securities 28,165 8,864
Change in current financial assets (715) (10,180)
B) CASH FLOW FROM INVESTING ACTIVITIES (8,115) (1,619)
Change in current financial liabilities 803 (4,334)
Dividends Distributed (4,272) (3,204)
C) CASH FLOW FROM FINANCING ACTIVITIES (3,469) (7,538)
(12,075
Net Change in Liquidity ) (7,953)
CASH AND CASH EQUIVALENTS CURRENT YEAR 11 3,966 16,041

-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31ST 2024

Introduction

Caltagirone Editore SpA (the Parent Company) is a limited liability company, listed on the Milan Stock Exchange, operating in the publishing sector with its registered office in Rome (Italy), Via Barberini, No, 28.

At the date of this report, the Shareholders with significant holdings, according to the disclosures made pursuant to Article 120 of the CFA and supplemented by additional information are:

Francesco Gaetano Caltagirone 76,638,388 shares (61.311%). The above investment is held indirectly through the companies: Parted 1982 Srl 44,454,550 shares (35.564%) FGC SpA 32,183,838 shares (25.747%)

The company in addition holds 18,209,738 treasury shares, equal to 14.57% of the share capital.

At the date of the preparation of the present accounts, the ultimate holding company was FGC SpA, due to the shares held through subsidiary companies.

The Consolidated financial statements at December 31st 2024 include the financial statements of the Parent Company and its subsidiaries (together the "Group"). The financial statements prepared by the Directors of the individual companies for approval by the respective shareholders' meetings were utilised for the consolidation, amended in view of the accounting standards utilised by the parent company to prepare the Consolidated Financial Statements (IFRS).

The present consolidated financial statements were authorised for publication by the Directors on March 12th 2025.

Compliance with international accounting standards approved by the European Commission

The consolidated financial statements at December 31st 2024 are prepared on the going concern basis of the Parent Company and the subsidiaries and in accordance with Articles 2 and 3 of Legislative Decree 38/2005 and International Financial Reporting Standards (IFRS), the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC), approved by the European Commission and in force at the balance sheet date, in addition to the preceding International

Accounting Standards (IAS). For simplicity, all the standards and interpretations are hereafter stated simply as "IFRS".

In the preparation of the present document, account was taken of Article 9 of Legislative Decree No. 38 of February 28th 2005, of the provisions of the civil code, of CONSOB Resolution No. 15519 ("Regulations relating to financial statements to be issued in accordance with article 9, paragraph 3 of Legs. Decree No. 38/2005") and No. 15520 ("Modifications and amendments to the implementation rules of Legs. Decree No. 58 of 1998") both of July 27th 2006 as well as CONSOB communication No. DEM/6064293 of July 28th 2006 ("Disclosure of issuers of shares and financial instruments in accordance with Article 116 of the CFA").

All of the financial statements of the companies consolidated fully are prepared at the same date as the consolidated financial statements and, with the exception of those of the Parent Company which are prepared in accordance with law, interpreted and supplemented by Italian GAAP, to which the necessary adjustments were made in order to render them uniform with the Parent Company principles.

The Group did not opt for the advance adoption of the standards, interpretations and updates already approved, which are applicable after the date of the accounts.

The Group evaluated the possible effects related to the application of the new standards/changes to accounting standards already in force listed below in the present notes; based on an evaluation undertaken significant effects did not emerge in the consolidated and separate financial statements.

Basis of presentation

Presentation criteria

The Consolidated Financial Statements consist of the Balance Sheet, the Consolidated Income Statement, the Comprehensive Consolidated Income Statement, the Consolidated Cash Flow Statement, and the Statement of changes in Shareholders' Equity, an outline of the accounting principles adopted and the present Notes to the financial statements.

The basis of presentation of the Group financial statements is as follows:

  • the current and non-current assets and current and non-current liabilities are presented as separate classifications in the Consolidated Balance Sheet;
  • the consolidated income statement is based on the nature of costs;
  • the consolidated comprehensive income statement, beginning with the net result, highlights the effect of profits and losses recorded directly to net equity;

  • the statement of changes in consolidated Shareholders' Equity reports the changes in the period of the individual accounts within Net Equity;
  • the consolidated cash flow statement is presented using the indirect method.

The historic cost is the general criteria adopted, with the exception of the financial statement accounts measured at Fair value according to the individual IFRS, as described in the measurement criteria below.

It should also be noted that "current" means within 12 months of the balance-sheet date, whereas "non-current" means beyond 12 months from the balance-sheet date.

The IFRS were applied in accordance with the "Conceptual Framework for Financial Reporting" and no matters arose which required recourse to the exceptions permitted by IAS 1, paragraph 19.

It is recalled that CONSOB. resolution No. 15519 of July 27th 2006 requires that the above financial statements report, where the amounts are significant, additional sub-accounts to those already specifically required by IAS 1 and other international accounting standards in order to show the balances and transactions with related parties as well as the relative income statement accounts relating to non-recurring or unusual operations.

The assets and liabilities are shown separately and without any offsetting.

The Consolidated Financial Statements are presented in Euro, the functional currency of the Parent Company, and the amounts shown in the notes to the financial statements are shown in thousands, except where indicated otherwise.

The operational and presentation currency of the Group is the Euro, which is also the operational currency of all of the companies included in the present financial statements.

The accounting principles and criteria applied in the present financial statements are in line with those adopted in the consolidated financial statements for the year ended December 31st 2023.

The 2024 financial statements of the Parent Company Caltagirone Editore SpA are also prepared in accordance with IFRS as defined above.

Accounting standards and amendments to standards adopted by the Group

a) Accounting Standards Effective January 1st 2024

The following list shows the new accounting standards and interpretations approved by the IASB, endorsed in Europe and effective January 1st 2024:

Endorsed by the EU Effective date
Amendments to IAS 7 Statement of Cash Flows and IFRS
7 Financial Instruments: Disclosures: Supplier Finance
Arrangements (Issued on May 25th 2023)
YES Years beginning on or after
January 1st 2024
Amendments to IAS 1 Presentation of Financial
Statements: - Classification of Liabilities as Current or
Non-current (issued on January 23rd 2020); -
Classification of Liabilities as Current or Non-current -
Deferral of Effective Date (issued on July 15th 2020); and
- Non-current Liabilities with Covenants (issued on
October 31st 2022)
YES Years beginning on or after
January 1st 2024
Amendments to IFRS 16 Leases: Lease Liability in a Sale
and Leaseback (issued on September 22nd 2022)
YES Years beginning on or after
January 1st 2024

It should be noted that the adoption of these amendments had no significant impact on the Consolidated Financial Statements

b) Accounting standards not yet applicable as they have not been endorsed by the European Union or are not yet in force as of the date of this fiscal year

As of the date of approval of the Consolidated Financial Statements, the following accounting standards and amendments have not yet been endorsed by the European Union or are not in force at the date of the current year:

Endorsed by the EU Effective date
Amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates: Lack of Exchangeability (issued on
August 15th 2023)
YES Years beginning on or after
January 1st 2025
IFRS 19 Subsidiaries without Public Accountability:
Disclosures (issued on May 9th 2024)
NO Years beginning on or after
January 1st 2027
IFRS 18 Presentation and Disclosure in Financial
Statements (issued on April 9th 2024)
NO Years beginning on or after
January 1st 2027
Contracts Referencing Nature-dependent Electricity –
Amendments to IFRS 9 and IFRS 7 (issued on December
18th 2024)
NO Years beginning on or after
January 1st 2026
Annual Improvements Volume 11 (issued on July 18th
2024)
NO Years beginning on or after
January 1st 2026
Amendments to the Classification and Measurement of
Financial Instruments – Amendments to IFRS 9 and IFRS
7 (issued on May 30th 2024)
NO Years beginning on or after
January 1st 2026

It should be noted that the Directors are currently evaluating the effects that the application of the above accounting standards could potentially have on the Company's financial statements.

Basis of Consolidation

Consolidation Scope

The consolidation scope, which remains the same as last year, includes the Parent Company and all of its subsidiaries, directly or indirectly held (hereinafter the "Group").

The list of subsidiaries included in the consolidation scope is as follows:

Registered
Office
31.12.2024 31.12.2023 Activities
Caltagirone Editore SpA Rome Parent Parent finance
Company Company
Il Messaggero SpA Rome 100% 100% publishing
Il Mattino SpA Rome 100% 100% publishing
Piemme SpA Rome 100% 100% advertising
Leggo Srl Rome 100% 100% publishing
Finced Srl Rome 100% 100% finance
Ced Digital & Servizi Srl Rome 100% 100% publishing
Corriere Adriatico Srl Rome 100% 100% publishing
Quotidiano di Puglia Srl Rome 100% 100% publishing
Il Gazzettino SpA Rome 100% 100% publishing
Stampa Venezia Srl Rome 100% 100% printing
Imprese Tipografiche Venete Srl Rome 100% 100% printing
P.I.M. Srl Rome 100% 100% advertising
Servizi Italia 15 Srl Rome 100% 100% services
Stampa Roma 2015 Srl Rome 100% 100% printing
Stampa Napoli 2015 Srl Rome 100% 100% printing

For a list of consolidated shareholdings and related method of consolidation, see the annex included below (provided pursuant to Article 38 of Legislative Decree No. 127/1991).

Subsidiaries

Subsidiaries are considered all companies for which the Group is exposed to variable income streams or when possessing rights to such income streams, based on the relationship with the entity, and at the same time has the capacity to affect such income steams through

the exercise of its power. In the evaluation of control, consideration is also taken of the potential voting rights.

Subsidiaries are consolidated from the date in which control occurs until the moment in which this control terminates.

The financial statements used for the consolidation were prepared at December 31st and are normally those prepared and approved by the Board of Directors of the individual companies, appropriately adjusted, where necessary, in accordance with the accounting principles of the Parent Company.

Inactive subsidiaries or those that generate an insignificant volume of turnover are not included in the consolidated financial statements as their impact would not be significant. Unconsolidated subsidiaries are measured at fair value.

Consolidation procedures

The subsidiary companies are consolidated using the line-by-line method. The criteria adopted for line-by-line consolidation were as follows:

  • the assets and liabilities and the charges and income of the companies fully consolidated are recorded line-by-line, attributing to the minority shareholders, where applicable, the share of net equity and net result for the period pertaining to them; this share is recorded separately in the net equity and in the consolidated income statement;
  • the inter-group balances and transactions, including any unrealised gains with third parties, are eliminated net of the fiscal effect, if significant. The unrealised losses are not eliminated, where the transaction indicates a reduction in value of the activity transferred;
  • the gains and losses deriving from the sale of an investment in a consolidated company are recorded to group net equity as a transaction with shareholders for the amount corresponding to the difference between the sales price and the corresponding share of the consolidated net equity sold. In the case in which the sale results in the loss of control and therefore the deconsolidation of the investment, the difference between the sales price and the corresponding share of consolidated net equity sold must be recorded as a profit or loss to the income statement.

Business combinations

Business combinations are recognised according to the acquisition method. According to this method:

  • i. the amount transferred to a business combination is valued at fair value, calculated as the sum of the fair value of the assets transferred and the liabilities assumed by the Group at the acquisition date and of the equity instruments issued in exchange for control of the company acquired. Accessory charges to the transaction are recorded to the income statement when they are incurred;
  • ii. at the acquisition date, the identifiable assets acquired and the liabilities assumed are recorded at fair value at the acquisition date; exceptions to this are the deferred tax assets and liabilities, employee benefit assets and liabilities, liabilities or equity instruments relating to share-based payments of the entity acquired or share-based payments relating to the Group issued in replacement of the contracts of the entity acquired, and the assets (or group of assets and liabilities) held-for-sale, which are instead valued according to the applicable standard;
  • iii. goodwill is calculated as the excess of the amounts transferred to the business combination, of the value of minority interests' net equity and the fair value of any holding previously held in the acquired company compared to the fair value of the net assets acquired and liabilities assumed at the acquisition date. If the value of the net assets acquired and the liabilities assumed at the acquisition date exceeds the sum of amounts transferred, of any minority interest and the fair value of any holding previously held in the acquired company, this excess is immediately recorded to the income statement as income deriving from the transaction concluded;
  • iv. any amount subject to conditions established by the business combination contract are valued at fair value at the acquisition date and included in the value of the amounts transferred to the business combination for the determination of goodwill.

In the case of business combinations undertaken in a series of phases, the holding previously held in the acquired entity is revalued at fair value at the acquisition of control date and any profit or loss is recorded to the income statement. If the initial values of a business combination are incomplete at the period-end in which the business combination took place, the Group reports in its consolidated financial statements the provisional values of the items for which the final calculations could not be made. These provisional values are adjusted in the measurement period to take account of the new information obtained on the facts and

circumstances existing at the acquisition date which, if known, would have had effects on the value of assets and liabilities recognised at this date.

On passage to IFRS, the Group decided to restate only the business combinations taking place after January 1st 2004. For the acquisitions before this date, goodwill is the amount recorded in accordance with Italian GAAP.

Accounting policies

Intangible assets with definite life

An intangible asset is a non-monetary asset, clearly identifiable and without physical substance, controllable and capable of generating future economic benefits.

The intangible assets with a definite life, which include patents, concessions, licences, trademarks and similar rights and software, are recorded at cost, including direct accessory costs necessary in order to render the asset available for use.

The useful life of each intangible asset is determined when first recognised. In the event that, based on an analysis of all relevant factors, there is no expected limitation on the period in which the asset will generate cash flows for the Group, it is deemed to be an intangible asset of indefinite useful life. The estimate of the useful lives is reviewed on an annual basis and any changes, where necessary, are made in accordance with future estimates. Intangible assets are eliminated from the financial statements when sold or when there is no expected future economic benefits from the use of an intangible asset, and any loss or gain (calculated as the difference between the disposal value and the book value) is recognised in the year in which the asset is eliminated.

Intangible assets with definite useful lives are recognised net of the relative accumulated amortisation and any impairment in accordance with the procedures described below. Amortisation begins when the asset is available for use and is recognised on a systematic basis in relation to the residual use and thus over the useful life of the asset. In the first year of use the amortisation takes into account the period of its use in the year.

The amortisation rates used are shown below:

Category Average rate
Development costs 20.0%
Industrial patents and intel. property rights 26.5%
Trademarks, concessions and licenses 10.0%
Other 28.0%

Intangible assets with indefinite life

Publishing titles

Intangible assets with indefinite useful lives are those assets for which, on the basis of an analysis of all of the relevant factors, there is no foreseeable limit to the period in which the cash flow generated is limited for the Group. The newspaper titles are considered assets with indefinite useful lives.

Intangible assets of indefinite useful life are initially recognised at purchase cost, which is measured based on the same methods used for intangible assets of definite useful life. However, they are not then amortised, but rather subject to impairment testing to determine their recoverable value as described below (see Note 2). This impairment testing is done annually or more frequently if specific events point to a potential impairment loss. Any impairment losses are reinstated if the reasons for their recognition no longer exist.

Property, plant and equipment

Property, plant and equipment is recorded at cost, including directly allocated accessory costs and those necessary for the asset being in the condition for which it was acquired, and increased, in the presence of current obligations, by the current value of the estimated cost for the disposal of the asset.

The financial charges directly attributable to the acquisition, construction or production of an asset are capitalised as part of the cost of the asset itself until the moment in which the asset is ready for expected use or sale.

The expenses incurred for the maintenance and repairs of an ordinary and/or cyclical nature are directly charged to the income statement in the year in which they are incurred. The capitalisation of the costs relating to the expansion, modernisation or improvement of owned tangible assets or of those held in leasing, is made only when they satisfy the requirements to be separately classified as an asset or part of an asset in accordance with the component approach.

Property, plant and equipment is recorded net of the relative accumulated depreciation and any loss in value determined in accordance with the procedures described below.

Depreciation is calculated on a straight-line basis according to the estimated useful life of the asset; the useful life is reviewed annually and any changes, where necessary, are made on the basis of the new estimate.

Useful life Economic/technical rate
Industrial buildings 30 years 3.33%
Light constructions 10 years 10%
Non automated machines and general plant 10 years 10%
Rotating press for paper in rolls 15 years 6.67%
Minor equipment 4 years 25%
Office furniture and equipment 8 years 12.5%
Transport vehicles 5 years 20%
Motor vehicles and similar 4 years 25%

The main depreciation rates and related useful lives are as follows:

Land, both constructible and relating to civil and industrial buildings, is not depreciated as it has an unlimited useful life.

When the asset to be depreciated is composed of separately identifiable elements whose useful life differs significantly from the other parts of the asset, the depreciation is made separately for each part of the asset, with the application of the component approach principle.

At the moment of sale or when there are no expected future economic benefits from the use of property, plant and equipment, they are eliminated from the financial statements and any loss or gain (calculated as the difference between the sales value and the book value) is recorded in the Income Statement in the year of the above-mentioned elimination.

Leasing

Lessee

Identification of leasing

At the inception date of the contract (the initial between that for the signing of the contract and that on which the parties commit to comply with the contractual terms), and subsequently on any change to the contractual terms and conditions, the company verifies whether such contains or represents a lease. In particular, a contract contains or represents a lease where the right to control the use of the identified asset is transferred for an established period of time in exchange for consideration. In order to assess whether a contract contains or represents a lease, the company:

• assesses whether, with regards to the identified asset, it holds the right to substantially obtain all of the economic benefits related with its usage throughout the entire usage period;

  • verifies whether the contract refers to the use of a specific asset, explicitly or implicitly, which is physically separate or substantially represents the entire capacity of a physically separate asset. Where the supplier has a substantial right to replacement, the asset is not identified;
  • verifies whether it has the right to manage the use of the asset. The company is considered to enjoy this right where it has the right to take the main decisions with regards to changing the usage means and purposes of the asset.

For the contracts containing a number of leasing and non-leasing components and therefore within the scope of other accounting standards, the individual components to which the respective accounting standards are applied are separated.

The leasing duration begins when the lessor makes the asset available to the lessee (commencement date) and is established in view of the non-cancellation period of the contract, i.e. the period during which the parties have legally enforceable rights and obligations and including also the rent-free period. To this duration, the following is added:

  • the period covered by a renewal option, where the company is reasonably certain of exercising this option;
  • the periods subsequent to the resolution date ("termination option"), where the company is reasonably certain of not exercising this option.

The termination options held only by the lessor are not considered. The reasonable certainty of exercising or otherwise a renewal or termination option as per the contract is verified by the company at the commencement date, considering all the facts and circumstances generating an economic incentive to exercise or otherwise the option, and is subsequently reverified where significant events or changes to circumstances which may impact its establishment, and which are under the control of the company, occur.

Recognition of leasing

At the commencement date of the leasing, the company records the right of use (RoU) to assets and the leasing liability.

The asset consisting of the right of use is initially valued at cost, including the amount of the initial valuation of the leased liability, adjusted for payments due for leases undertaken at the commencement date or before, plus initial direct costs incurred and an estimate of the costs which the lessee is expected to incur for the dismantling or removal of the underlying

asset or for the refurbishment of the underlying asset or of the site at which it is located, net of the leasing incentives received.

The leasing liabilities are valued at the present value of the payments due for leasing not paid at the commencement date. For discounting purposes, the company utilises, where possible and where stated in the contract, an implied leasing interest rate or alternatively the incremental borrowing rate (IBR). The leasing payments due included in the valuation of the liability include the fixed payments, the variable payments which depend on an index or a rate, the amount expected to be paid as a guarantee on the residual value, the exercise price of a purchase option (that the company has a reasonable certainty of exercising), the payments due in a renewal period (where the company has a reasonable certainty of exercising the option) and the early termination penalty (unless the company is reasonably certain of not terminating the lease early).

Subsequently, right-of-use assets are amortised on a straight-line basis for the entire contractual duration, unless the contract itself stipulates the transfer of ownership on conclusion of the lease or where the leasing cost reflects the fact that the lessee shall exercise the purchase option. In this latter case, amortisation should take place over the lessor between the useful life of the asset and the duration of contract. The estimated useful lives of the rightof-use assets are calculated according to the same criteria applied to the reference fixed asset items. ln addition, the right-of-use asset is decreased by any impairment losses and adjusted to reflect remeasurements of the lease liability.

The leased liabilities, subsequent to the initial valuation at the commencement date, are valued at amortised cost according to the effective interest criterion and remeasured in the case of changes to future payments due for the leases deriving from a change in the index or rate, in the case of a change to the amount which the company expects to pay as guarantee on the residual value or where the company changes its assessment with regards to the exercise or otherwise of a purchase, renewal or termination option. Where the lease liabilities are remeasured, the lessee correspondingly alters the right of use asset. Where the book value of the asset for the right of use is reduced to zero, the change is recognised to the net profit/(loss) for the year.

In the balance sheet, the company presents the assets for the right of use under fixed assets, in the same account in which these assets would be presented if owned, with the lease liabilities among financial liabilities. The interest charges on the lease liabilities constituting a component of the financial charges are recognised to the income statement and the accumulated amortisation of the right of use assets is presented separately.

Lessor

Identification of leasing

At the initial date of the contract and, subsequently upon a change to the contractual terms and conditions, the company classifies each of its "asset" leases as financial leases or operating leases. For these purposes, the company generally assesses whether the leasing substantially transfers all the risks and benefits related to ownership of the underlying asset. In this case, the leasing is classified as a finance lease, rather than an operating lease. Within the scope of this assessment, the company considers among the various indicators whether the leasing duration covers a majority of the economic life of the underlying asset and/or the presence or otherwise of reasonably exercisable purchase options.

For contracts containing a leasing component and one or more leasing and non-leasing components, the company breaks down the contractual consideration by applying IFRS 15.

Recognition of leasing

In the case of finance leases, the company recognises to the balance sheet the asset as a receivable of a value equal to the net investment of the leasing. To assess the net investment of the leasing, the company applies the implied leasing interest rate, established to include the direct initial costs. The company applies IFRS 9 regarding eliminations and impairment provisions to the net investment of the leasing.

The financial income is recorded over the leasing duration on a straight-line basis.

For operating leases, the company recognises the payments received as income on a straight-line basis throughout the duration of the lease to the account "other revenues from sales and services".

Sub-leasing

With regards to sub-leasing, the company, as an interim lessee, classifies its share of the main lease separately from the sub-leasing. For these purposes, it classifies the subleasing with regards to the right of use asset deriving from the main lease, rather than referring to the underlying asset. Where the main lease is a short-term lease which the company has recognised applying the exemption established by the standard and outlined below, the subleasing is classified as an operating lease. In the presence of sub-leasing, the main lease is never considered of insignificant value.

Impairment losses

The book value of intangible and tangible assets is periodically reviewed for the existence of events or changes which indicate that the book value may not be recovered. If an indication of this type exists, the recoverable amount must be determined and, in the case in which the book value exceeds the recoverable amount, these assets are written down to reflect their recoverable amount. However, the value of intangible assets of indefinite useful life is estimated annually, or in any case when there is a change in circumstances or specific events occur which require this.

The recoverable amount of the intangible and tangible assets is the higher value between the present value (fair value), net of the disposal costs and their value of use. The value in use refers to the present value of estimated future cash flows of the asset or, for assets that do not independently generate sufficient cash flows, of the group of assets that comprise the cash generating unit to which the asset belongs.

In defining use value, expected future financial flows are discounted back by using a pre-tax discount rate that reflects current estimated market value referred to the cost of money compared to the time and specific risks of the asset.

A reduction in value is recognised in the income statement when the carrying value of the asset, or of the relative cash-generating unit to which it is allocated, is higher than the recoverable amount: the losses in value of cash generating units are firstly recognised as a reduction of the carrying amount of any goodwill allocated and, thereafter, as a reduction of other assets, in proportion to the relative carrying amount. When the reasons for a write-down no longer exist on tangible and intangible assets other than goodwill, the book value of the asset is restated through the income statement, up to the value at which the asset would be recognised if no write-down had taken place and amortisation had been recognised. When the reduction in value deriving from the test is higher than the value of the asset subject to the test allocated to the cash generating unit to which it belongs, the residual amount is allocated to the assets included in the cash-generating unit in proportion to their carrying value. This allocation has as its minimum limit, the highest value between:

  • the relative fair value of the asset less disposal costs;
  • the relative value in use, as defined above;
  • zero.

Losses are recognised in the Income Statement under the account amortisation, depreciation and write-downs.

Equity investments and non-current securities

Equity investments other than in subsidiaries, associates and joint ventures (see the consolidation scope), which generally involve holding less than a 20% interest, are recognised at cost at the date of acquisition as "equity investments and non-current securities", as this is representative of their fair value including directly attributable transaction costs.

Subsequent to this initial recognition, these investments are then measured at fair value through other comprehensive income in accordance with IFRS 9. Dividends distributed by the above equity investments are recognised to the income statement.

Investments not involving subsidiaries or associations that are not listed on an active market and for which the use of an appropriate valuation model would not produce reliable results remain measured at cost, reduced for any impairments.

Inventories

Raw materials, semi-finished and finished products are recognised at cost and measured at the lower of cost and the market value. The cost is calculated on the basis of the weighted average cost method, which includes related accessory costs. In order to establish the net realisable value, the value of any obsolete or slow-moving inventory is written-down based on the expected future utilisation/realisable value through the creation of a relative fund for the reduction in value of the inventory.

Financial instruments

Classification and measurement

In accordance with specific provisions of IFRS 9, the classification and measurement of financial assets reflects the business model according to which such assets are managed and the characteristics of their cash flows.

Financial assets fall into three main measurement categories: at amortised cost; at fair value through other comprehensive income statement items (FVTOCI); and at fair value through profit or loss (FVTPL).

The analyses that must be conducted in order to categorise financial assets in this manner depend, first of all, on whether we are dealing with a debt instrument, an equity instrument, or a derivative.

Financial assets comprising equity instruments are always recognised at fair value.

Where the security is held for trading, the fair value changes are recognised through profit or loss. For all other investments, it was decided to subsequently recognise all fair value

changes through other comprehensive income (OCI), thereby exercising the FVTOCI option. In this case, the amounts accumulated to OCI shall never be reversed to the profit/(loss) for the year, even in the case of elimination for accounting purposes of the investment. Application of the FVTOCI option is irrevocable, and reclassifications to other categories are not permitted. This option has been adopted for the measurement of equity investments in other companies. With regards however to the classification of financial assets comprising receivables and debt instruments, the following two elements are considered:

    1. the business model adopted by the company. Specifically:
    2. Held to Collect (HTC), model whose objective is to hold financial assets for the collection of the contractual cash flows;
    3. Held To Collect and Sale (HTC&S), model whose objective is to collect the cash flows from the financial asset and also to sell the financial asset;
    4. other business models than the two preceding.
    1. the characteristics of the contractual cash flows from the financial instrument and whether such contractual cash flows only concern the payment of the capital and interest or otherwise including also other components. This check is called the Solely Payment of Principal and Interest (SPPI) Test.

IFRS 9 provides the definitions of capital and interest:

  • the capital is the fair value of the financial asset on initial recognition and this amount may change over the life of the financial instrument (for example, through repayments);
  • the interest however represents the compensation for the time value of money and the credit risk on the residual capital.

A financial asset consisting therefore of debt securities may be classified as follows:

  • 1) Amortised cost, when:
    • a. the contractual cash flows of the instrument consist only of the payment of capital and interest (SPPI Test satisfied); and
    • b. the business model adopted by the company establishes that the entity holds the financial asset only to collect the contractual cash flows (HTC business model).

In this category, the financial instruments are initially recognised at fair value, including the transaction costs, and subsequently measured at amortised cost. The interest (calculated using the effective interest criterion, as in the preceding IAS 39), the impairments (and the write-backs of losses), the exchange gains/(losses) and the profits/(losses) from the elimination for accounting purposes are recognised to the profit/(loss) for the year.

  • 2) Fair Value Through Other Comprehensive Income (FVTOCI), when:
    • a. the contractual cash flows of the instrument consist only of the payment of capital and interest (SPPI Test satisfied); and

b. the business model adopted by the company establishes that the entity holds the financial asset to collect the contractual cash flows and the cash flows generated from sale (HTC&S business model).

In this category, the financial instruments are initially recognised at fair value, including transaction costs.

The interest (calculated using the effective interest criterion, as in the preceding IAS 39), the impairments and the exchange gains/(losses) are recognised to the profit/(loss) for the year. The other fair value changes of the instrument are recognised to other comprehensive income items (OCI). On elimination for accounting purposes of the instrument, all profits/(losses) accumulated to OIC shall be reclassified to the profit/(loss) for the year.

  • 3) Fair Value Through Profit Or Loss residually, i.e. where:
    • a. the criteria outlined above are not satisfied or;
    • b. where the fair value option is exercised.

The financial assets classified to this category are initially and subsequently recognised at fair value. The costs of the transaction and the fair value changes are recognised to the profit/(loss) for the year.

Impairment losses

IFRS 9 replaces the 'incurred loss' model under IAS 39 with an 'expected credit loss' forecast model ("ECL"). The model assumes a significant valuation level regarding the impact of the changes to the economic factors on the ECL which are weighted on the basis of probabilities.

The new expected credit loss model is applied to financial assets measured at amortised cost or at FVOCI, with the exception of capital securities and assets from contracts with customers. The standard establishes that the doubtful debt provisions are valued utilising the following methodologies: the "General deterioration method" and the "Simplified approach"; in particular:

  • The "General deterioration method" requires classification in three stages of financial instruments included in the scope of application of IFRS 9 . The three stages reflect the level of deterioration of the quality of the receivable from the point at which the financial instrument is acquired and requires a differing method to calculate the ECL;
  • The "Simplified approach" establishes that, for trade receivables, contract assets and leasing contract receivables, some simplifications are adopted in order to prevent entities from being forced to monitor changes in credit risk as required by the general model. The recognition of the loss according to the simplified approach is on a lifetime basis and therefore stage allocation is not required. For these types, therefore, receivables are broken

down by cluster, for which the reference parameters (PD, LGD, and EAD) are established to calculate the lifetime expected credit losses on the basis of available information.

Where the General Deterioration Method is applied, as expected, financial instruments are classified into three stages according to the level of deterioration of the credit quality between the date of initial recognition and the measurement date:

  • Stage 1: includes all financial assets considered on initial recognition (Date of initial recognition) regardless of qualitative parameters (e.g. rating) and except for situations presenting objective evidence of impairment. During the subsequent measurement phase, all financial instruments which have not demonstrated a significant increase in the credit risk compared to the date of initial recognition or which have a low credit risk at the date of analysis remain in stage 1. For these assets, the losses on expected receivables over the coming 12 months (12-month ECL) representing the expected losses in consideration of the possibility that default events will occur over the coming 12 months are recognised. The interest on financial instruments included in stage 1 are calculated on the carrying amount gross of any write-downs on the asset;
  • Stage 2: includes the financial instruments presenting a significant increase in credit risk compared to the Date of initial recognition, although without presenting objective evidence of impairment. For these assets, only the expected losses on receivables deriving from all possible default events over the entire expected life of the financial instrument are recognised (Lifetime ECL). The interest on financial instruments classified to stage 2 is calculated on the carrying amount, gross of any write-downs on the asset;
  • Stage 3: includes the financial assets presenting objective evidence of impairment at the Measurement date. For these assets, only the expected losses on receivables deriving from all possible default events over the entire expected life of the instrument are recognised.

Cash and cash equivalents

Cash and cash equivalents are accounted at fair value and include bank deposits and cash, cash equivalents, and investments with maturities of less than three months, i.e. instruments that are available on demand at short notice, certain in nature, and with no payment expenses.

Cash and cash equivalents in foreign currencies are valued at the year-end exchange rate.

Fair value hierarchy levels

In relation to the financial assets and liabilities recorded in the balance sheet at Fair Value, IFRS 13 requires that these values are classified based on a hierarchy of levels which reflects the degree of input utilised in the determination of the Fair Value. The following levels are used:

  • Level 1: determination of fair value based on prices listed on active markets for identical assets or liabilities which the entity can access at the valuation date;
  • Level 2: determination of fair value based on other inputs than the listed prices included in "Level 1" but which are directly (prices) or indirectly (derivatives of prices) observable for the assets or liabilities;
  • Level 3: determination of the fair value based on valuation models whose input is not observable for the assets or liabilities.

For information on the Fair Value hierarchy level, reference should be made to Note 29.

Shareholders' Equity

Treasury shares

The costs incurred for the purchase of treasury shares are recorded as a reduction of shareholders' equity. The gains or losses deriving from a subsequent sale are recorded as net equity movements.

Costs for share capital increases

The costs incurred for the stock exchange listing of the Parent Company Caltagirone Editore SpA, net of the relative tax effect, are recorded as a reduction of the shareholders' equity in a separate negative reserve.

Employee benefits

The liabilities relating to the benefits recognised to employees and paid on or after the employment period and relating to defined benefit plans (Employee Leaving Indemnity), net of any assets serving the plan, are determined on the basis of actuarial assumptions estimating the amount of the future benefits that the employees have matured at the balance sheet date. The liability is recognised on an accruals basis over the maturity period of the right.

In relation to the Employee leaving indemnity, following the amendments to Law No.296 of December 27th 2006 and subsequent Decrees and Regulations ("Pension Reform") issued in the first months of 2007, it is noted that:

  • the employee leaving indemnity matured at December 31st 2006 continues to be considered as a defined benefit plan.
  • the employee leaving indemnity matured from January 1st 2007, for Italian companies with a number of employees above 50, is considered a defined contribution plan.

The determination of the current value of the Group commitments is made by an independent expert using the projected unit credit method.

Under this method, a future projection is made of the liability to determine the probable amount to be paid on the termination of employment and then discounted, to take into account the period of time which will pass before the actual payment. The calculation takes into account the employee leaving indemnity matured and is based on actuarial assumptions which principally relate to the interest rate, which reflects the market return of primary securities with maturities similar to those for bonds and the turnover of employees.

For the quota of the employee leaving indemnity allocated to the integrated pension or rather the INPS fund from the date of the option exercised by the employee, the Group is not a debtor of the employee indemnity provision matured after December 31st 2006, and therefore the actuarial calculation of the employee leaving indemnity excludes the component relating to future salary changes.

The actuarial gains and losses, defined as the differences between the carrying value of the liabilities and the current value of the Group commitments at the end of the period, due to changes in the actuarial parameters described above, are directly recorded to the Comprehensive Income Statement.

The financial component is however recorded in the Income Statement, in the account financial charges.

Provisions

The provisions concern costs and charges are recognised in respect of certain or probable losses or liabilities, the amount or due date of which could not be determined at yearend.

The provisions are recorded when a legal or implicit obligation exists towards a third party that derives from a past event, and a payment of resources is probable in order to satisfy the obligation and this amount can be reliably estimated. When the financial effect of the time value of money is significant and the payment dates of the obligations can be estimated reliably, the provision is discounted using the estimated future cash flows at a pre-tax rate that reflects the current market assessment of the cost of money and, if appropriate, the specific risks of the obligation; the increase of the liability due to the passing of time is recorded as a financial charge.

In particular, the provisions relating to employee restructuring plans are recognised when at the balance sheet date the event which gives rise to the obligation is 'binding' as the Company, through the drawing up of a formal restructuring programme, has generated within interested third parties the valid expectations that the entity will implement the afore-mentioned programme.

Grants

Grants are recorded at fair value when there is a reasonable certainty that they will be received and that the conditions required to obtain them will be satisfied. The grants received

against specific expenses are recognised under other liabilities and credited to the Income Statement in the period in which the related costs mature.

The grants received against specific assets whose value is recorded under fixed assets are recorded under other liabilities and credited to the Income Statement in relation to the depreciation period to which the asset refers.

Operating grants are fully recognised to the income statement at the moment in which they satisfy the conditions for their recognition.

Revenue from contracts with customers

The Company recognises revenues such that transfer of the good and/or service to the customer is expressed in an amount that reflects a sum deemed to be that to which the Company has a right as compensation for said transfer.

This is done in accordance with the five-step model framework as follows:

  • 1) identification of the contract;
  • 2) identification of the assets and services covered by the contract;
  • 3) determination of the transaction price;
  • 4) allocation of the contractual obligations of the variable price component;
  • 5) transfer of control.

Revenues are measured taking account of the contractual terms and practices generally applied in relations with customers. The price of this transaction is the amount of payment (which may include fixed or variable amounts, or both) considered to arise in exchange for the transfer of control of the promised goods/services. Control is generally considered to be the capacity to decide upon the use of the asset (good/service) and to substantially obtain all the remaining benefits. The total payment from contracts for the provision of services is broken down among all services on the basis of the sales price of the relative services as if they had been sold individually.

Within each contract, the base element for the recognition of revenues is the individual performance obligation. For each obligation to be satisfied, individually identified, the entity recognises the revenues where (or over time) the obligation is satisfied, transferring to the customer the promised good/service (or asset). The asset is transferred when (or over time) the client acquires control.

For obligations involving satisfaction over a period of time, the revenues are recognised "over the time", measuring at the end of each period the progress made towards complete satisfaction of the obligation. For the measurement of progress, both input based and output based models may be used. The Group utilises the Input based method (cost-to-cost method).

According to the latter method, the revenues are recognised on the basis of the inputs used to fulfil the obligation up to the date, with regards to the total inputs assumed to fulfil the entire obligation. Where the inputs are distributed evenly over time, the company recognises the corresponding revenues on a straight-line basis. In certain circumstances, where it is not possible to reasonably measure the result of the obligation to be fulfilled, the revenues are recognised only up to the amount of costs incurred.

Advertising revenues from the sale of space in third-party publishers' media have a different representation depending on whether the Company operates as principal rather than as agent. Principal versus agent evaluation is carried out on a contract-by-contract basis, considering certain indicators such as: the party with primary responsibility for meeting performance obligations, business risk and discretion in setting the sale price. Where the Company operates as an agent, revenues are recognised in the financial statements net of advertising fees due to third-party publishers. Where the Company operates as a principal, revenues are recognised before advertising fees due to third-party publishers, which are in that case recognised under service costs. Based on the assessments made for the contracts currently in place with third-party publishers, the Company always operates as an agent.

Variable payments

Where the contractual payment includes a variable amount (for example following reductions, discounts, reimbursements, credits, price concessions, incentives, performance bonuses, penalties or where the payment depends on the occurrence or otherwise of a future uncertain events), the amount of the payment considered to arise should be estimated. The Group estimates variable payments in a manner consistent with similar circumstances, using the expected value method or the value of the amount considered most probable; thereafter, the estimated amount of the variable payment of the transition price is included only to the extent that this amount is considered highly probable.

Presence of a significant financial component

Group revenues are adjusted amid significant financial components, both where funded by the client (early collection) or where funded by it (deferred collection). The presence of a significant financial component is identified on the signing of the contracts, comparing the expected revenues with the payments to be received. This is not recorded where between the time of transfer of the assets/service and the time of payment less than 12 months has passed.

Costs for obtaining and fulfilling the contract

The Group capitalises the costs incurred to obtain the contract and which would not have been incurred where such had not been obtained (e.g. sales commissions), where it is expected that they may be recovered. The Group capitalises the costs incurred to fulfil the contract only where these are directly related to the contract, permitting the obtainment of new and increased resources for future obligations and where these costs shall be recoverable.

Recognition of costs

Costs are recognised when relating to assets or services acquired or consumed in the year or by systematic allocation.

Financial income and charges

Financial income and charges are recognised in accordance with the accruals concept on the basis of the interest matured on the net value of the relative financial assets and liabilities utilising the effective interest rate, therefore utilising the rate which is financially equivalent to all the cash inflows and outflows which comprise an operation.

Dividends

The dividends received are recorded when the right of the shareholders to receive the payment arises. The dividends and dividend payments on account payable to third parties are recorded as changes in shareholders' equity at the date in which the Shareholders' Meetings approves them.

Income taxes

Current Income taxes for the period are determined on the basis of the taxable assessable income and in accordance with current fiscal law; in addition, the effects deriving from the implementation of the Group's national fiscal consolidation is applied.

Deferred tax assets and liabilities are calculated on temporary differences between the balance sheet values and the corresponding values recognised for tax purposes, applying the expected tax when the differences are reversed, determined on the basis of the current tax rates in force and in consideration of any expected changes relating to future years.

The recognition of deferred tax assets is made when their recovery is probable - that is when it is expected that there will be future assessable fiscal income sufficient to recover the asset, while deferred tax liabilities are recorded in every case.

The recovery of the deferred tax asset is reviewed at each balance sheet date.

Current and deferred income taxes are recorded in the income statement, except those relating to accounts directly credited or debited to equity through the comprehensive income statement, in which case the fiscal effect is recognised directly to Equity. Current and deferred taxes are compensated when the income tax is applied by the same fiscal authority, there is a legal right of compensation and the payment of the net balance is expected.

Other taxes not related to income, such as taxes on property, are included under Other operating expenses.

Earnings/(loss) per share

Basic

The basic earnings/(loss) per share is calculated by dividing the result of the Group by the weighted average number of ordinary shares outstanding during the year, excluding any treasury shares.

Diluted

The diluted earnings per share is calculated by dividing the result of the Group by the weighted average number of ordinary shares outstanding during the year, excluding any treasury shares. In order to calculate the diluted earnings per share, the average weighted number of shares outstanding is adjusted assuming the conversion of all shares with potential dilution effect. The diluted earnings per share is not calculated in the case of losses, as the dilution effect would result in an improvement in the earnings per share.

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.

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, 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 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.

Use of estimates

The preparation of the consolidated financial statements requires the Directors to apply accounting principles and methods that, in some circumstances, are based on difficulties and subjective valuations and estimates based on the historical experience and assumptions which are from time to time considered reasonable and realistic based on the relative circumstances. The application of these estimates and assumptions impact upon the amounts reported in the financial statements, such as the balance sheet, the consolidated income statement and the consolidated cash flow statement, and on the disclosures in the notes to the accounts. The final outcome of the accounts in the financial statements, which use the above-mentioned estimates and assumptions, may differ from those reported in the financial statements due to the uncertainty which characterises the assumptions and conditions upon which the estimates are based.

The accounting principles and accounts in the financial statements which require greater subjectivity in the preparation of the estimates and for which a change in the underlying

conditions of the assumptions used may have a significant impact on the consolidated financial statements of the Group are as follows:

  • Intangible assets of indefinite useful life: intangible assets of indefinite useful life are subjected at least once a year to impairment testing to recognise the existence of any impairment losses through profit or loss. This impairment testing entails determining the recoverable value of the cash-generating units (CGUs) to which the intangible assets of indefinite useful life are allocated by estimating the relative recoverable value as the greater of value in use and fair value net of the costs of disposal. When this recoverable value is less than the book value of the CGUs, the goodwill allocated to them, as well as the other intangible assets for any excess, must be written down. The calculation of the recoverable value of the CGUs requires estimates which depend on factors that may change over time with potential consequent effects, which may be significant, compared to the valuations made by the Directors.
  • Writing down non-current assets: in accordance with the accounting principles applied by the Group, the tangible and intangible assets with definite life are verified to ascertain if there has been a loss in value which is recorded by means of a write-down, when it is considered there will be difficulties in the recovery of the relative net book value through use. Verification of the existence of the aforesaid indicators requires the Directors to make subjective assessments based on the information available within the Group and on the market, as well as on historical experience. The correct identification of the indicators of the existence of a potential reduction in value as well as the estimates for their determination depends on factors which may vary over time impact upon the valuations and estimates made by the Directors.
  • Depreciation: depreciation represents a significant cost for the Group. The cost of property, plant and equipment is depreciated on a straight-line basis on the estimated useful life of the asset. The useful life of the tangible fixed assets of the Group is determined by the Directors when the fixed assets are purchased. This is based on the historical experiences for similar fixed assets, market conditions and considerations relating to future events which could have an impact on the useful life, such as changes in technology. Therefore, the effective useful life may be different from the estimated useful life. The Group periodically assesses technological and industry changes, decommissioning charges and salvage value to update the remaining useful life. This periodic update could result in a change in the depreciation period and therefore in the depreciation charge in future years. The estimates

and assumptions are reviewed periodically and the effects of each change are recognised in the income statement.

  • Income taxes: income taxes (current and deferred) are determined based on a prudent interpretation of the tax laws in force. This process may involve complex estimates in the determination of the assessable income and the temporary differences between the accounting and tax values. In particular, the valuation for the recoverability of the deferred tax assets, in relation to tax losses utilisable in subsequent years, and on temporary deductible differences, takes account of the estimates of expected future assessable income.
  • Provisions: the provisions relating to disputes are based on a process which establishes the probability of loss. In accordance with International Financial Reporting Standards, provisions are recognised in relation to those disputes for which a loss is deemed to be probable.
  • Impairment of financial assets: in accordance with IFRS 9, expected loss is defined as the sum of the expected default loss that could impact the financial instrument over a given period of time. This expected loss is measured based on past, present and forward-looking information and circumstances. This model is applied to the financial assets recognised at amortised cost.
  • Employee benefits: employee-benefit provisions are calculated based on actuarial assumptions; changes in these assumptions may have significant effects on this provision.

The estimates and assumptions are reviewed periodically and the effects of all variations recorded in the Income Statement or the Comprehensive Income Statement, when they relate only to that year. When the revision relates to both current and future periods (for example the revision of the useful life of fixed assets), the changes are recorded in the period in which the revision is made and in the relative future periods.

Change of accounting principles, errors and change of estimates

The accounting principles adopted are amended from one period to another only if the change is required by a standard and if this contributes to providing more reliable information on the effects of the operations on the balance sheet, income statement and cash flows of the enterprise.

The changes to the accounting standards are recorded retrospectively with the recording of the effect to net equity for the more remote periods reported. The other comparative amounts indicated for each period are adjusted as if the new standard had always been applied. The prospective approach is made only when it is impractical to reconstruct the comparative information.

The application of a new or amended accounting standard is accounted for in accordance with the requirements of the standard. If the standard does not permit a transition period, the change is accounted in accordance with the retrospective method, or if impractical, with the prospective method.

In the case of significant errors, the same method that is used for changes in accounting standards illustrated previously is applied.In the case of non-significant errors, these are accounted for in the income statement in the period in which they are noted.

Changes in estimates are accounted in accordance with the prospective method in the Income Statement in the period in which the change occurs only if impacting upon this latter or in the period in which the change occurs, and subsequent periods if the change also impacts upon future periods.

Segment disclosure

In accordance with IFRS 8 concerning operating segment disclosures, the Caltagirone Editore Group defines an operating segment as a component of an entity:

  • that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses related to transactions with other components of the same entity);
  • whose operating results are reviewed regularly at the entity's chief operating decision maker level to make decisions about resources to be allocated to the segment and assess its performance; and
  • for which separate financial information is available.

The Group's operating segments have been defined with reference to the system of internal reporting regularly adopted by the Parent Company for the Group's management structure and organisation. Operations are conducted in Italy and include financial, publishing and related promotional activities. For further information, reference should be made to Note 27.

Value of the Group

The Stock Market capitalisation of Caltagirone Editore is currently lower than the net equity of the Group (Stock Market capitalisation at December 31st 2024 of Euro 175 million compared to a Group net equity of Euro 526.8 million), significantly lower than the valuations based on the fundamentals of the Group expressed by its value in use.

The capacity to generate cash flows or the establishment of specific fair values (cash and cash equivalents, equity instruments and Publishing Titles) may justify this difference; stock market prices in fact also reflect circumstances not strictly related to the Group, with expectations focused on the short-term.

ASSETS

1. Intangible assets with definite life

Historical cost Patents Trademarks and
Concessions
Others Assets in
progress
Total
01.01.2023 1,584 1,043 6,964 - 9,591
Increases 25 34 127 185
Decreases -
31.12.2023 1,584 1,068 6,998 127 9,776
01.01.2024 1,584 1,068 6,998 127 9,777
Increases 20 180 155 11 366
Decreases (81) (81)
31.12.2024 1,604 1,248 7,072 138 10,061
Amortisation & loss in
value
Patents Trademarks and
Concessions
Others Assets in
progress
Total
01.01.2023 1,575 692 6,885 - 9,152
Increases 5 112 78 195
Decreases (32) - (32)
31.12.2023 1,579 804 6,963 9,346
01.01.2024 1,579 804 6,963 - 9,346
Increases 12 172 74 258
Decreases (81) (81)
31.12.2024 1,591 975 6,956 9,523
Net value
01.01.2023 10 351 79 - 440
31.12.2023 5 264 35 127 430
31.12.2024 13 272 115 138 538

At December 31st 2024, there were no inactive intangible assets or completely amortised intangible assets still in use of significant value.

2. Intangible assets with indefinite life

The indefinite intangible assets, comprising entirely of the newspaper titles, are not amortised, but annually subject to verifications to determine the existence of any loss in value. The table below shows the movements in the intangible assets with indefinite life:

Historical cost Goodwill Newspaper Total
titles
01.01.2023 189,596 286,794 476,390
Increases -
Decreases -
31.12.2023 189,596 286,794 476,390
01.01.2024 189,596 286,794 476,390
Increases -
Decreases -
31.12.2024 189,596 286,794 476,390
Write-downs Goodwill Newspaper
titles
Total
01.01.2023 189,596 194,991 384,587
Increases -
Decreases -
31.12.2023 189,596 194,991 384,587
01.01.2024 189,596 194,991 384,587
Increases 15,000 15,000
Decreases -
31.12.2024 189,596 209,991 399,587
Net value
01.01.2023 - 91,803 91,803
31.12.2023 - 91,803 91,803
31.12.2024 - 76,803 76,803

The breakdown of the balance relating to the newspaper titles, with the relative movements, is shown below:

01.01.2023 Increases/(Decreases) Write
downs
31.12.2023
Il Messaggero S.p.A. 43,808 - 43,808
Il Mattino S.p.A. 17,796 - 17,796
Quotidiano di Puglia Srl 431 431
Corriere Adriatico Srl 2,078 2,078
Il Gazzettino S.p.A. 27,687 27,687
Other minor newspaper titles 3 3
Total 91,803 - - 91,803
01.01.2024 Increases/(Decreases) Write 31.12.2024
downs
Il Messaggero S.p.A. 43,808 (9,000) 34,808
Il Mattino S.p.A.
Quotidiano di Puglia Srl
17,796
431
(2,900) 14,896
431
Corriere Adriatico Srl 2,078 2,078
Il Gazzettino S.p.A. 27,687 (3,100) 24,587
Other minor newspaper titles 3 3

In relation to the valuation model utilised to establish the recoverability of the newspaper titles, in line with 2023, a verification was carried out of the recoverability of the value of the individual Newspaper Titles in accordance with the combined provisions of IAS 36 par. 10(a) and IAS 38 par. 108.

The impairment test on the individual Newspaper Titles was carried out on the basis of the recoverable value on the individual Newspapers calculated using a model in line with that used to calculate the third level fair value of IFRS 13 "Fair Value Measurement" ("IFRS 13").

The recoverable value of the Newspaper Titles was established through application of a method based on empirical multipliers. This method is one of the most widely used comparative methods in common practice for the calculation of the value of specific categories of intangible assets.

The model applied refers to, for the estimated recoverable value of the Newspaper Titles, revenue multipliers (separate for circulation and advertising revenue) and a corrective factor based on a multiple of the negative EBITDA values which may be generated by the Newspaper Title. The multiplier ratios of the revenue variables are calibrated on the basis of a "balance scorecard" which allocates a score for a series of qualitative factors contributing to the value of the newspaper titles (age, competition, circulation, price, editing, advertising attractiveness, future potential, advertising catchment area and profitability), based on an analysis of the general publishing sector performance and the competitive position of each newspaper title on its market, in addition to historical experience and managerial assessments of the qualitative profiles of each of the publishing titles. The determination of the revenue

ratios based on the overall score from the balance scorecard, for each Newspaper Title, is based on an objective criteria on the basis of which, for all ratios, the allocation of a minimum score for all qualitative factors corresponds to the extreme low-end of the parametric range and the maximum score to the extreme upper range.

The underlying table reports the book values of the Newspaper Titles following the impairment tests on the Newspaper Titles. The results, also supported by assessments conducted by an outside consultant, led to the recognition of an impairment loss:

Description Newspaper titles
Write
2024 2023 downs
Il Gazzettino 24,587 27,687 (3,100)
Il Messaggero 34,808 43,808 (9,000)
Il Mattino 14,896 17,796 (2,900)
Quotidiano di
Puglia 431 431 -
Corriere Adriatico 2,078 2,078 -

In addition to impairment tests on the value of the Newspaper Titles at December 31st 2024 through application of the model outlined previously, taking account of the interdependence between the various Group legal entities and in line with that carried out for the impairment test regarding the previous year, an analysis was also carried out on the future cash flows of the CGU, only for the year in question, utilising a single aggregate financial statement which, among other issues, enables a single "reading" of the figures.

The analysis was carried out according to IAS 36. The value in use in 2024 was determined through the Discounted Cash Flow method, which is the discounting of the future operating cash flows generated by the CGU.

The verification of the recoverability of the CGU's is based on the 2025-2029 economic and financial plan of the Caltagirone Editore Group, developed according to plans received from the subsidiaries and approved by the Board of Directors on March 12th, 2025, using the financial statement accounts of the CGU of the Group comprising the publishing (including the Newspaper titles) and advertising activities.

In particular, the cash flows were estimated for a period of 5 years and then discounted based on the cost of capital of the CGU (WACC). A terminal value representing the projections of the CGU's revenue capacity, calculated under the perpetual return model, was added to this value. A growth rate of zero was applied for the calculation of the terminal value.

In carrying out the impairment test, approved by the Board of Directors, the expected consolidated cash flows for 2025 were taken into consideration. In addition, for subsequent years, specific performance estimates were drawn up, developed according to plans received

from the subsidiaries, taking account of the general and market environment as impacted by the current crisis, in addition to the resultant changed operating conditions. In this regard, the forecasts made in the previous year by the Company, developed according to plans received from the subsidiaries, were updated also on the basis of the 2024 figures.

In particular, the restructuring and cost cutting actions approved and undertaken over time by management have always had a greater impact than expected. On the other hand, the advertising and print circulation markets, due to the extended crisis and together with the extraordinary digital revolution, has meant more extensive and long lasting difficulties than predicted by all the leading operators. Therefore, the expected cash flows utilised in the model were calculated based on the 2025 budget and the 2026-2029 planning data and represent the best estimate of the amounts and timing for which the future cash flows are expected to occur based on the long-term plan which was reviewed and updated in 2025 to take account of that outlined above and of differences between the previous plan and the 2024 results. The operating costs considered in the expected cash flows were also determined based on management estimates for the coming five years and take account of the positive effects of the restructuring plan carried out in previous years. A further impairment test did not indicate additional write-downs to the CGU involved in publishing and advertising operations.

The underlying table reports the principal parameters used in the impairment test.

Description Tax rate WACC* g-rate** Explicit period
2024 2023 2024 2023 2024 2023 cash flows
Value 28.82% 28.82% 7.10% 8.70% 0 0 5 years

* The WACC represents the average weighted cost of capital of the entity taking into account the specific risks relating to the operating sectors considered. This parameter is considered net of fiscal effect and takes account of interest rate movements. ** The g-rate concerns the expected growth rate in order to calculate the "Terminal Value"

The sensitivity analysis carried out indicated that - although a not insignificant sensitivity was observed for the estimates on changes to the g and WACC parameters considered and that, in certain valuation scenarios, the difference between the estimated Enterprise Value and the carrying amount of the Net Capital Employed of the CGU would be negative (however only in scenarios with a growth rate of zero) - in the majority of scenarios examined, the results of the tests substantially confirmed the conclusions obtained for the base scenario.

Further to the impairment models utilised in valuing indefinite intangible assets, for the estimate of the effective value of the newspapers` intangible assets, elements which lie outside the typical economic considerations are also considered and which relate to the number of

readers and the circulation on the market, issues which determine the effective value of the newspaper and the price.

3. Property, plant and equipment

Commercial
Historical cost Land &
buildings
Plant &
machinery
and
Industrial
Equipment
Right-of
Use Assets
Other assets Assets in
progress
Total
01.01.2023 60,292 98,579 809 29,870 21,420 - 210,970
Increases 232 1,433 105 38 1,808
Decreases - (23) - (23)
Reclassifications (9) - (9)
31.12.2023 60,292 98,802 809 31,303 21,502 38 212,746
01.01.2024 60,292 98,802 809 31,303 21,502 38 212,746
Increases 26 91 3,291 213 15 3,636
Decreases - (42) (33) (5) (81)
Reclassifications 1,134 (1,134) - -
31.12.2024 61,452 97,759 809 34,552 21,681 48 216,301
Commercial
Depreciation & loss in Land & Plant & and Right-of Other assets Assets in Total
value buildings machinery Industrial
Equipment
Use Assets progress
01.01.2023 34,184 96,076 808 14,315 20,854 - 166,237
Increases 1,519 557 1 3,900 249 - 6,226
31.12.2023 35,704 96,633 809 18,214 21,071 - 172,431
01.01.2024 35,704 96,633 809 18,214 21,071 - 172,431
Increases 1,554 529 3,985 213 - 6,281
Decreases
31.12.2024
939
38,197
(939)
96,223
809 -
22,199
(80)
21,203
-
-
(80)
178,632
Net value
01.01.2023
26,108 2,503 1 15,555 566 - 44,733
31.12.2023 24,588 2,169 - 13,089 431 38 40,316
31.12.2024 23,255 1,536 - 12,353 478 48 37,670

"Land and Buildings" include operating offices and facilities for the printing of newspapers.

The account "Plant and machinery" is mainly composed of the presses belonging to Group publishing companies.

"Right of use assets" almost exclusively comprise the lease contracts for offices and press rooms, whose total discounted value is recognised to property, plant and equipment as per IFRS 16.

"Other assets" includes, in addition to computers, servers and network appliances, leasehold improvements and restructuring relating to rented offices. Depreciation is calculated based on the duration of the contract, which is lower than the useful life of the asset.

No financial charges were capitalised.

With reference to the impact of the application of IFRS 16 for the Group at December 31st

2024, the following additional information is provided below:

Land and buildings Other assets Total right-of-use
assets
Gross value at January 1st 2023 29,309 382 29,691
Increases 1,333 101 1,433
Gross value at December 31st 2023 30,642 482 31,125
Accumulated depreciation at January 1st 2023 13,873 263 14,136
Depreciation 3,847 53 3,900
Accumulated depreciation at December 31st
2023
17,720 316 18,036
Net value at December 31st 2023 12,922 167 13,089
Gross value at January 1st 2024 30,643 482 31,125
Increases 3,224 89 3,313
Decreases (64) - (64)
Gross value at December 31st 2024 33,802 572 34,373
Accumulated depreciation at January 1st 2024 17,720 316 18,036
Depreciation 3,916 68 3,985
Accumulated depreciation at December 31st
2024
21,636 384 22,020
Net value at December 31, 2024 12,166 187 12,353

At December 31st 2024, the right-of-use asset amounted to Euro 12,353 thousand, and mainly included property contracts.

The Group exposure, with indication of the maturity dates of leased liabilities concerning the non-discounted contractual cash flows, is as follows:

31/12/2024 31/12/2023
Within 3 months 991 975
Between 3 months & 1 year 2,967 2,776
Between 1 and 2 years 3,765 3,066
Between 2 and 5 years 4,677 6,302
Over 5 years 182 237
Total undiscounted lease liabilities as at December 31st 12,582 13,356

Non-current and current lease liabilities are shown below:

31/12/2024 31/12/2023
Non-current lease liabilities 1,079 1,211
Non-current lease liabilities - related parties 7,544 8,395
Non-current lease liabilities 8,624 9,606
Current lease liabilities 769 666
Current lease liabilities - related parties 3,189 3,085
Current lease liabilities 3,958 3,751
Total lease liabilities 12,582 13,356
Amount recognised in income statement 2024 2023
Amortisation & depreciation 3,985 3,900
Interest charges on lease liabilities 147 180
Amounts recognised in the statement of cash flows 2024 2023
Total cash outflows for leases 4,170 4,006

4. Equity investments and non-current securities

Equity investments and non
current securities
01.01.2023 Increases/(Decreases) Fair value
change
Reclass. 31.12.2023
Investments in other companies
valued at cost
1,210 - - 1,210
Investments in equity instruments 222,908 2,742 36,701 262,351
Fixed income securities 7,764 6,889 - (7,764) 6,889
Total 231,881 9,631 36,701 (7,764) 270,449
Equity investments and non
current securities
01.01.2024 Increases/(Decreases) Fair value
change
Reclass. 31.12.2024
Investments in other companies 1,210 (3) - 1,207
valued at cost
Investments in equity instruments
Fixed income securities
262,351
6,889
(24,389)
54,668
84,933
1,218
322,895
62,775

The breakdown of the account investments in other companies valued at cost is as

follows:

Investments
in
other companies
% 01.01.2023 Increases/(Decreases) Write
downs
31.12.2023
Ansa
Other minor
6.71 1,198
12
1,198
12
Total 1,210 - - 1,210
Investments
in
% 01.01.2024 Increases/(Decreases) Write 31.12.2024
other companies
Ansa
6.71 1,198 downs 1,198
Other minor 12 (3) 9

The investments in other companies are valued at fair value or, where the development plans are not available, at cost, adjusting for impairments where present.

According to the information held by the Group therefore, no indications exist that the cost differs significantly from the fair value.

The breakdown of the account "Investments in equity instruments" is as follows:

Investments in equity
instruments
01.01.2023 Increases Decreases Fair value
change
31.12.2023
Assicurazioni Generali SpA 124,612 3,778 18,680 147,070
Azimut SpA 6,279 1,612 1,092 8,983
Banca Popolare di Milano - 4,624 157 4,781
Mediobanca SpA 57,498 14,182 71,680
Poste Italiane SpA 28,291 (7,272) 2,603 23,621
Italgas SpA 6,228 (12) 6,216
Total 222,907 10,015 (7,272) 36,701 262,351
01.01.2024 Increases Decreases Fair value
change
31.12.2024
Assicurazioni Generali SpA 147,070 62,909 209,979
Azimut SpA 8,983 (7,533) (1,450) -
Banca Popolare di Milano 4,781 (4,624) (157) -
Mediobanca SpA 71,680 18,400 90,080
Poste Italiane SpA 23,621 (12,232) 4,955 16,344
Italgas SpA 6,216 276 6,492
Total 262,351 - (24,389) 84,933 322,895
Number
01.01.2023 Increases Decreases 31.12.2023
Assicurazioni Generali SpA 7,500,000 200,000 - 7,700,000
Azimut SpA 300,000 80,000 - 380,000
Banca Popolare di Milano - 1,000,000 1,000,000
Mediobanca SpA 6,400,000 - - 6,400,000
Poste Italiane SpA 3,100,000 - (800,000) 2,300,000
Italgas SpA 1,200,000 - - 1,200,000
01.01.2024 Increases Decreases 31.12.2024
Assicurazioni Generali SpA 7,700,000 7,700,000
Azimut SpA 380,000 (380,000) -
Banca Popolare di Milano 1,000,000 (1,000,000) -
Mediobanca SpA 6,400,000 6,400,000
Poste Italiane SpA 2,300,000 (1,100,000) 1,200,000
Italgas SpA 1,200,000 - - 1,200,000

The valuation at fair value of these investments at December 31st 2024 was recorded to the Comprehensive Income Statement in the Shareholders' Equity reserve for Euro 84.9 million, excluding the tax effect of Euro 758 thousand.

The changes in the fair value reserve are reported below:

Fair Value reserve
01.01.2023 Increases Decreases 31.12.2023
Fair Value reserve 5,910 36,701 42,611
Tax effect (524) (252) (776)
Fair value reserve, net of tax effect 5,386 36,701 (252) 41,835
Changes in the year 36,449
01.01.2024 Increases Decreases 31.12.2024
Fair Value reserve 42,611 84,933 127,545
Tax effect (776) (758) (1,534)
Fair value reserve, net of tax effect 41,835 84,933 (758) 126,010
Changes in the year 84,175

In relation to the disclosure required by IFRS 13, concerning the so-called "hierarchy of fair value", these equity instruments belong to level one, as concerning financial instruments listed on an active market.

5. Other non-current assets

The account, amounting to Euro 144 thousand, relates to receivables for deposits due within five years.

6. Deferred and current income taxes

The deferred taxes refer to temporary differences between the values recorded in the financial statements and the corresponding values recognised for tax purposes.

The movements are shown below of the deferred tax assets and liabilities:

01.01.2023 Provisions Uses Other 31.12.2023
45,519 2,220 - - 47,738
1,510
963
5,348
55,559
3,075
14,696
914
18,685
36,097 2,127 (739) (611) 36,873
01.01.2024 Provisions Uses Other 31.12.2024
50,952
1,523
786
3,772
55,559 3,610 (1,687) (449) 57,033
2,027
12,413
3,413
18,685 2,763 (4,424) 828 17,853
36,873 846 2,737 (1,277) 39,180
1,538
1,036
5,123
53,215
3,202
13,171
745
17,118
47,738
1,510
963
5,348
3,075
14,696
914
187
-
1,255
3,662
-
1,525
10
1,535
3,214
162
59
175
1,476
1,287
(215)
(115)
(536)
(866)
(127)
-
(127)
(249)
(229)
(1,210)
(1,048)
(3,376)
changes
42
(494)
(452)
-
-
159
159
changes
101
(8)
(541)
(383)
1,211

The other changes in the deferred tax assets and liabilities include the tax effects on the fair value of the investments and the actuarial losses recorded to the Comprehensive Income Statement.

Taking account of the timing differences and based on forecasts, it is considered that the Group will have, in the coming years, sufficient assessable income to recover the deferred tax assets recorded in the financial statements at December 31st 2024.

The net position is calculated as follows:

31.12.2024 31.12.2023
Current tax receivables 427 370
Current tax payables (274) (384)
Total 153 (14)

The income taxes for the year are as follows:

31.12.2024 31.12.2023
IRAP current taxes 363 282
Prior year taxes (4,619) 11
Current taxes (4,256) 292
Provision for deferred tax liabilities 2,764 1,535
Utilisation of deferred tax liabilities (4,424) (127)
Deferred tax charges (1,660) 1,407
Recording of deferred tax assets (3,610) (3,662)
Utilisation of deferred tax assets 1,687 866
Deferred tax income (1,923) (2,796)
Total income taxes (7,839) (1,097)
Current and deferred IRES tax (3,399) (1,205)
Current and deferred IRAP tax 179 97
Prior year taxes (4,619) 11
Total income taxes (7,839) (1,097)

The analysis of the difference between the theoretical IRES and actual tax rates are as follows:

2024 2023
Taxable Amount effective
tax rate
Taxable Amount effective
tax rate
Result before taxes 352 84 24.0% 15,134 3,632 24.0%
Permanent differences increase (decrease):
Dividends (17,954) (4,309) (16,304) (3,913)
Other permanent differences 3,438 825 (3,850) (924)
Current and deferred IRES tax (14,164) (3,399) -965.6% (5,020) (1,205) -8.0%

7. Inventories

Inventories at December 31st 2024 amount to Euro 2.05 million (Euro 2.18 million at December 31st 2023) and consist exclusively of raw materials (principally paper and ink), ancillary and consumables.

The change of inventory recorded in the income statement amounts to a decrease of Euro 125 thousand and is included in the account Raw material costs (see Note 20). The net realisable value of inventories is in line with that recognised in the financial statements.

There is no inventory provided as a guarantee on liabilities.

8. Trade receivables

The breakdown is as follows:

31.12.2024 31.12.2023
Trade receivables 44,023 41,323
Doubtful debt provision (4,806) (5,495)
Trade receivables 39,218 35,828
Trade receivables - related parties 62 105
Total trade receivables 39,280 35,933

Trade receivables principally relate to Group advertising revenues from the advertising agency Piemme SpA (Euro 37.8 million). The value of trade receivables, adjusted by the relative doubtful debt provision, approximates their fair value.

The Group has a very fragmented customer base and does not have significant exposures to individual customers. The estimate of the Doubtful debt provision is made, in consideration of the highly fragmented nature of the debt positions, through an assessment of the maturity of receivables by similar type, referring to historical-statistical analysis on the probability of recovery. The write-down process requires however that individual commercial positions of significant amounts and for which a probable solvency condition is apparent are subject to individual write-downs.

The table below shows the ageing of the trade receivables at December 31st 2024 and at December 31st 2023.

31.12.2024 31.12.2023
Not yet due 27,613 22,139
1-30 days 3,185 4,952
30-60 days 1,684 1,525
60-90 days 933 875
over 90 days 10,608 11,832
Overdue 16,410 19,184
Total Gross Value 44,023 41,323
Doubtful debt provision (4,806) (5,495)
Trade receivables 39,218 35,828

9. Current financial assets

Current financial assets of Euro 19.8 million consist mainly of time deposits.

10. Other current assets

The breakdown is as follows:

31.12.2024 31.12.2023
Employee receivables 14 16
VAT receivables 116 57
Other receivables 11,370 3,876

Prepaid expenses 592 426
Total other current assets 12,091 4,375

11. Cash and cash equivalents

Cash and cash equivalents are broken down as follows:

31.12.2024 31.12.2023
Bank and postal deposits 3,951 16,025
Cash in hand and similar 15 16
Total cash and cash equivalents 3,966 16,041

Net Financial Position

Details are provided of short and medium/long-term loans in accordance with the recommendations of Consob communication No. 6064293 of July 28th 2006, updated on the basis of the Call to attention No. 5/21 of April 29th 2021.

In Euro thousands 31.12.2024 31.12.2023
A. Liquidity
B. Cash equivalents
3,966
-
16,041
-
C. Other current financial assets 19,833 18,162
D. Liquidity (A)+(B)+(C) 23,799 34,203
of which related parties
E. Current financial debt
-
13,936
-
7,614
of which related parties - -
F. Current portion of non-current financial debt 3,958 4,286
G. Current financial debt (E)+(F) 17,894 11,899
of which related parties 3,189 3,085
H. Net current financial debt (G)-(D) (5,905) (22,303)
I. Non-current financial debt 8,624 9,606
J. Debt instruments - -
K. Trade payables and other non-current payables - -
L. Non-current debt (I)+(J)+(K)
8,624 9,606
of which related parties 7,544 8,395
M. Total financial debt (H + L) 2,719 (12,698)

The net financial debt amounted to Euro 2.7 million, a decrease of Euro 15.4 million on December 31st 2023 (cash of Euro 12.7 million), mainly due to investments in listed shares and Italian government bonds of Euro 25.8 million and of dividends distributed of Euro 4.3 million, net of dividends received on listed shares of Euro 18.9 million.

The average interest rate on liquidity for the year 2024 was 3.1%.

In relation to the variable rate of liquidity, an annual interest rate increase of 1%, at likefor-like terms, would have a positive impact on the net profit of Euro 27 thousand. A decrease

in interest rates of the same level would have a corresponding negative impact.

SHAREHOLDERS' EQUITY AND LIABILITIES

12. Shareholders' Equity

Capital and reserve movements

Changes in consolidated shareholders' equity at December 31st 2024 and 2023 are shown in the financial statements.

Share capital

The Share capital amounts to Euro 125 million, consisting of 125,000,000 ordinary shares at a nominal value of Euro 1 each.

All of the ordinary shares issued are fully paid-in. There are no shares subject to guarantees or restrictions on the distribution of dividends. At December 31st 2024, Caltagirone Editore SpA had 18,209,738 treasury shares, comprising 14.57% of the share capital for a value of Euro 23.6 million, which was recognised as a reduction of equity for which a specific, restricted reserve has been established.

Reserves

31.12.2024 31.12.2023
Share Capital 125,000 125,000
Share capital issue costs (18,865) (18,865)
Share premium reserve 459,126 459,126
Legal Reserve 25,000 25,000
Treasury shares (23,641) (23,641)
Reserve for treasury shares 23,641 23,641
Fair Value reserve 126,010 41,836
IAS 19 post-employment benefit
reserve
(2,069) (2,086)
Other FTA Reserves 18,208 18,209
Retained earnings (213,831) (229,077)
Net Profit 8,191 16,231
Total net equity 526,769 435,373

The fair value reserve (for greater details reference should be made to Note 4) of positive Euro 126 million, includes the net increase in the year of Euro 84.2 million, to adjust equity instruments to market value.

LIABILITIES

13. Personnel

Post-employment benefits and employee provisions

Post-employment benefits in the Group companies with less than 50 employees represents a liability relating to the benefits recognised to employees and paid either on termination or after employment service. This liability, together with the senior management indemnity provision, is a defined benefit plan and therefore is determined applying the actuarial method.

In the Group companies with over 50 employees, in accordance with the pension reform, the employee leaving indemnity matured at December 31st 2006 represents the payable matured by the company to be paid at the end of the employment service. This payable is valued applying actuarial and financial techniques without however considering the future salaries of the employee. The assumptions relating to the determination of the plan are summarised in the table below:

Values in % 31.12.2024 31.12.2023
Annual technical discounting rate 3.20% 3.10%
Annual inflation rate 2.00% 2.50%
Annual increase in leaving indemnity 3.00% 3.30%
Annual increase in salaries 2.75% 2.75%

The movements in the year are as follows:

31.12.2024 31.12.2023
Net liability at beginning of year 10,041 11,318
Current cost for the year (service cost) 170 172
Interest charge (interest cost) 292 385
Actuarial profits/(losses) (20) 153
(Services paid) (1,525) (1,986)
Net liability at end of year 8,958 10,041

In relation to the sensitivity analyses, an increase of 0.5% to the discount rate utilised may prompt a reduction in the net liabilities of the provision of Euro 201 thousand; a similar decrease in the rate may result in an increased net liability of Euro 211 thousand.

The comparison between the employee benefit provision and the liability in accordance with Italian regulations is as follows:

31.12.2024 31.12.2023
Nominal value of the provision 9,229 10,185
Actuarial adjustment (270) (143)
Total DBO 8,958 10,041

Employee numbers and cost

2024 Annual Report – Caltagirone Editore SpA 157

2024 2023
Salaries and wages 35,284 34,618
Social security contributions 10,907 10,492
Employee provisions and complementary pension 2,580 2,492
Other costs 1,146 690
Total labour costs 49,916 48,292

Other costs include charges concerning labour disputes, leaving incentives and the social security institution contributions from the restructuring in the year.

The following table shows the average number of employees by category:

31.12.2024 31.12.2023 Average 2024 Average 2023
Executives 22 19 21 19
Managers & white-collar 184 180 184 175
Journalists and collaborators 307 313 307 318
Graphics staff 64 64 63 66
Total 577 576 576 577

14. Current and non-current provisions

Legal disputes Other
risks
Total
Balance at January 1st 2023 7,349 1,512 8,861
Provisions 623 23 646
Utilisations (352) (53) (406)
Balance at December 31st
2023
7,620 1,481 9,101
Of which:
Current portion 7,620 1,248 8,868
Non-current portion - 234 234
Total 7,620 1,481 9,101
Balance at January 1st 2024 7,620 1,481 9,101
Provisions 291 - 291
Utilisations (561) (528) (1,089)
Balance at December 31st
2024
7,350 953 8,303
Of which:
Current portion 7,350 737 8,087
Non-current portion - 216 216
Total 7,350 953 8,303

The provision for legal disputes refers principally to the provisions made against liabilities prevalently deriving from damages requested for slander. The provision was estimated taking into consideration the nature of the business, based on experience in similar cases and on all the information available at the date of preparation of these consolidated financial statements, considering the difficulty in estimating charges and the timing connected to each single case.

The provisions for other risks principally include residual charges relating to the restructuring plans by some companies of the Group; the relative provisions are included in labour costs.

15. Current and non-current financial liabilities

31.12.2024 31.12.2023
Payables for leasing assets
Payables for leased assets to companies
under common control
Non-current financial liabilities
1,079 1,211
7,544 8,395
8,624 9,606
Bank payables
Payables for leasing assets
Payables for leased assets to companies
under common control
13,936 7,614
769 666
3,189 3,085
Derivatives - 535
Current financial liabilities 17,894 11,899

Current and non-current financial liabilities to companies subject to the common control of the Parent Company refer to liabilities recognised in application of IFRS 16 in relation to existing lease contracts.

The due dates of the financial liabilities are as follows:

31.12.2024 31.12.2023
Within 3 months 14,926 8,589
Between 3 months & 1 year 2,967 3,310
Current financial liabilities 17,894 11,899
Between 1 and 2 years 3,765 3,066
Between 2 and 5 years 4,677 6,302
Beyond 5 years 183 237
Non-current financial liabilities 8,624 9,606
Total financial liabilities 26,518 21,504

The interest rates at the balance sheet date on the financial liabilities are as follows:

Values in % 2024 2023
Current financial liabilities
Bank payables
6.0 5.5

In relation to the variable rate of financial liabilities, an annual interest rate increase of 1%, at like-for-like terms, would have a negative impact on the net profit of approx. Euro 265 thousand. A decrease in interest rates of the same level would have a corresponding positive impact.

16. Other current and non-current liabilities

31.12.2024 31.12.2023
Other non-current liabilities
Deferred income 1,196 978
Total 1,196 978
Other current liabilities
Social security institutions 3,708 3,986
Employee payables 4,773 4,345
VAT payables 181 193

Total 19,813 18,547
Deferred income 1,875 1,542
Payables to related companies - 24
Other payables 7,303 6,714
Withholding taxes 1,972 1,743

Other payables include Euro 5.4 million as the amount available to the Board of Directors in accordance with Article 25 of the by-laws which establishes the allocation to this account of 2% of net profit.

17. Trade payables

31.12.2024 31.12.2023
Trade payables 26,669 20,414
Payables to related companies 358 724
Total 27,027 21,138

Trade payables principally refer to operating subsidiaries in the publishing sector and relate to the purchase of raw materials and services. The book value of the trade payables reported above approximates their fair value.

There are no payables due over 12 months.

INCOME STATEMENT

18. Revenues from sales and services

A breakdown of revenues by product/service is shown below:

2024 2023
Advertising revenues 58,234 61,918
Circulation Revenues 39,340 42,444
Revenues from services 1,535 1,484
Other Circulation Revenues 3,110 2,806
Total revenues from sales and
services
102,219 108,652
of which related parties 174 145

19. Other operating revenue

2024 2023
Operating grants 6,543 4,587
Recovery of expenses from third parties 1,340 854
Rent, leases and hire charges 0 53
Other revenues 1,900 2,319
Total other operating income 9,783 7,813
of which related parties 57 73

Operating grants include contributions received for paper purchase and distribution expenses.

20. Raw material costs

2024 2023
Paper 6,220 7,934
Other publishing materials 2,869 2,885
Change in inventory of raw materials and goods 125 357
Total raw materials costs 9,214 11,177

21. Other operating costs

2024 2023
Distribution fees 7,589 8,415
Editorial services 8,481 8,600
Transport and delivery 4,059 3,970
Commissions and agent costs 6,631 6,571
Misc. services 3,108 2,737
Maintenance and repair costs 3,167 3,269
Consultancy 3,628 3,422
Outside contractors 1,200 1,216
Directors and Statutory Auditors fees 1,064 1,059
Utilities and power 1,584 1,647
Advertising & promotions 1,592 1,779
Cleaning and security 1,328 1,349

2024 Annual Report – Caltagirone Editore SpA 161

Other costs 5,637 4,639
Total costs for services 49,067 48,673
Rental 133 256
Hire 595 586
Total rent, lease and hire costs 728 842
Other operating charges 2,294 1,912
Total other costs 2,294 1,912
Total other operating costs 52,088 51,428
of which related parties 961 765

22. Amortisation, depreciation, provisions & write-downs

2024 2023
Amortisation of intangible assets
Depreciation of property, plant & equipment
Amort. leased assets
Provision for risks and charges
257
2,297
3,985
291
195
2,326
3,900
623
Write-down of intangible assets with indefinite
life
15,000 -
Doubtful debt provision 437 138
Total amortisation, depreciation, provisions
& write-downs
22,267 7,181

The depreciation of tangible fixed assets principally relates to the depreciation on printing and rotary plant.

Regarding the write-down of intangible assets with indefinite useful life, please see Note 2.

23. Net financial income/(charges)

Financial income 31.12.2024 31.12.2023
Dividends 18,897 17,161
Bank deposit interest 173 200
Income from derivatives transactions 186 -
Fair value bonds 1,218 -
Income from bonds and government securities 2,719 753
Exchange gains 683 -
Other financial income 302 322
Total 24,177 18,437
Financial charges
Interest on bank accounts (547) (381)
Financial charges on post-em. bens. (292) (385)
Banking commissions and charges (157) (198)
Int. on leased assets IFRS 16 (134) (180)
Charges on derivative transactions (1,042) (469)
Other financial charges (170) (77)
Total (2,342) (1,690)
of which related parties (121) (150)
Financial result 21,835 16,747

The dividends included in financial income comprise:

Dividend breakdown 31.12.2024 31.12.2023
Assicurazioni Generali 9,856 8,700
Azimut 139 494
Banca Popolare di Sondrio - 238
Banca Popolare di Milano 560 -
Italgas 422 380
Mediobanca 6,848 5,440
Poste Italiane 1,072 1,909
Total 18,897 17,161

24. Earnings per share

Earnings per share is calculated by dividing the Group net result for the year by the weighted average number of ordinary shares outstanding in the year.

2024 2023
Net profit/(loss) for the year (thousands) 8,191 16,231
Number of ordinary shares outstanding
(thousands)
106,790 106,790
Basic earnings per share (Euro per share) 0.077 0.152

Diluted earnings per share is the same as basic EPS in that all Caltagirone Editore SpA shares are ordinary shares, and there are no financial instruments and/or contracts that grant the holder the right to obtain ordinary shares. Dividends totaling Euro 4.3 million were distributed in 2024.

25. Other Consolidated Comprehensive Income Statement items

The breakdown of the other comprehensive income statement items, excluding the tax effects, is reported below:

31.12.2024 31.12.2023
Gross
value
Tax effect Net value Gross
value
Tax effect Net value
Actuarial gains/(losses) of defined-benefit plans 20 (5) 15 (143) 34 (109)
Profit/(loss) from the disposal of Investments in
equity instruments net of the tax effect
3,774 (400) 3,374 1,592 (382) 1,210
Gain/(loss) from recalculation of AFS financial
assets, net of fiscal effect
84,933 (758) 84,175 36,701 (252) 36,449

26. Related party transactions

The transactions of Group companies with related parties, including inter-company transactions, generally relate to normal operations and are regulated at market conditions. They principally relate to the exchange of goods, the provision of services, and the provision

and use of financial resources by associated companies and subsidiaries excluded from the consolidation scope, as well as with other companies belonging to the Caltagirone Group or under common control.

There are no atypical or unusual transactions which are not within the normal business operations. The following tables report the values.

31.12.2023 Parent
Company
Associated
Companies
Companies
under
common
control
Total
related
parties
Total
book
value
% on
total
account
items
Balance sheet transactions
Property, plant and equipment 11,259 11,259 40,316 27.9%
Trade receivables 3 102 105 35,933 0.3%
Other current assets 8 8 4,375 0.2%
Non-current financial liabilities 8,395 8,395 9,606 87.4%
Trade payables 722 2 724 21,138 3.4%
Current financial liabilities 3,085 3,085 11,899 25.9%
Other current liabilities 24 24 18,547 0.1%
Income statement transactions
Revenues 22 122 145 108,652 0.1%
Other operating income 73 73 7,813 0.9%
Other operating charges 600 165 765 51,428 1.5%
Amort. leased assets 3,155 3,155 3,899 80.9%
Financial charges 150 150 1,690 8.9%
31.12.2024 Parent
Company
Associated
Companies
Companies
under
common
control
Total
related
parties
Total
book
value
% on
total
account
items
Balance sheet transactions
Property, plant and equipment 10,535 10,535 37,670 28.0%
Trade receivables 34 28 62 39,280 0.2%
Other current assets 8 8 12,091 0.1%
Non-current financial liabilities 7,544 7,544 8,624 87.5%
Trade payables 350 8 358 27,027 1.3%
Current financial liabilities 3,189 3,189 17,894 17.8%
Income statement transactions
Revenues 26 149 174 102,219 0.2%
Other operating income 57 57 9,783 0.6%
Other operating costs 600 361 961 52,088 1.8%
Amort. leased assets 3,207 3,207 3,985 80.5%
Financial income
- - 24,177 0.0%

Trade receivables principally concern commercial transactions for the sale of advertising space.

The costs and trade payables to Parent Companies refer to the invoices received from Caltagirone SpA for administration and tax services performed during the year.

Current and non-current financial liabilities to companies subject to the common control of the Parent Company refer to liabilities recognised in application of IFRS 16 in relation to existing lease contracts of office-use properties.

Revenues principally concern the advertising carried out with Group newspapers by companies under common control.

2024 Annual Report – Caltagirone Editore SpA 164 Amortization and depreciation concerns the use by the Parent Company and Other group companies of their respective head offices from companies under common control.

27. Business segment information

The disclosures required in accordance with IFRS 8 on the segment information are provided below. The Caltagirone Editore Group, in consideration of the economic and financial relations between the various Group companies and the interdependence between the publishing activities of the various Group newspapers and the advertising activity carried out by the Group agency, described in Note 2, as well as of the financial activity carried out by both the parent company and the other subsidiaries, operates within two segments, defined as distinctly identifiable parts of the Group, which provide a set of related products and services and are subject to differing risks and benefits from the other sectors of Group activity. This vision is used by Management to carry out an analysis of operational performance and for the specific management of related risks. The Group operates exclusively in Italy and bases sector performance on turnover volumes and EBITDA from ordinary operations.

Publishing
and
Advertising
activities
Financing
activities
Unallocated
items and
eliminations
Consolidated
2023
Segment revenues 116,507 458 (502) 116,464
Inter-segment revenues (52) (450) 502 -
Operating grants 116,455 8 116,464
Segment EBITDA 7,120 (1,551) 5,569
Depreciation, amortisation, provisions & write
downs
(6,942) (238) (7,180)
EBIT 177 (1,790) (1,613)
Net financial result 17,445 (698) 16,747
Result before taxes 177 15,656 (698) 15,134
Income taxes
Net Result
1,097
16,231
Segment assets 187,672 347,710 535,382
Segment liabilities 90,092 9,918 100,010
Investments in intangible and tangible fixed
assets
1,855 139 1,994
Publishing
and
Advertising
activities
Financing
activities
Unallocated
items and
eliminations
Consolidated
2024
Segment revenues 111,889 340 (227) 112,002
Inter-segment revenues (27) (200) 227 -
Operating grants 111,862 140 112,002
Segment EBITDA 2,590 (1,806) 784
Depreciation, amortisation, provisions & write
downs
(22,025) (241) (22,267)
EBIT (19,435) (2,048) (21,483)
Net financial result 22,475 (640) 21,835
Result before taxes (19,435) 20,427 (640) 352
Income taxes 7,839

2024 Annual Report – Caltagirone Editore SpA 165

Net Result 8,191
Segment assets
Segment liabilities
176,008
99,512
460,424
10,151
636,432
109,663
Investments in intangible and tangible fixed
assets
3,987 14 4,001

28. Other information

Information in accordance with article 149 of Consob Resolution 11971/99

The fees paid to the independent audit firm KPMG SpA for financial year 2024, without including the Consob contribution or expenses invoiced, amount to Euro 291 thousand, of which Euro 236 thousand refers to audit and limited audit activities, and Euro 55 thousand for the audit of the Sustainability Statement, in addition to Euro 89 thousand for services other than audit.

Transactions with Directors, Statutory Auditors, and Senior Management of Group Companies

During the year, no financing was issued to directors, auditors or senior management with strategic responsibilities, and the Group had no receivables for financing granted to such parties as at December 31st 2024.

It should be noted that in 2024 fees paid to directors and to senior executives totalled Euro 803 thousand (Euro 767 thousand in 2023). This compensation is considered a shortterm benefit.

For details on the remuneration of the members of the corporate boards, reference should be made to the Remuneration Report, prepared in accordance with Article 123 of the CFA, made available to the public and published as required by Article 84 quater of the Issuers' Regulations.

The Remuneration Report also contains information on the shareholdings held in the Company and its subsidiaries by each member of the management and control bodies.

29. Hierarchy of Fair Value according to IFRS 13

The following table shows the hierarchy level for the assets and liabilities which are valued at Fair Value:

2024 Annual Report – Caltagirone Editore SpA 166

Dec 31st 23 Note Level 1 Level 2 Level 3 Total
Capital instruments 4 262,351 262,351
Total assets 262,351 - - 262,351
Derivative financial instruments – Liabilities 4 535 535
Total liabilities 535 - - 535
Dec 31st 24 Note Level 1 Level 2 Level 3 Total
Capital instruments 4 322,895 322,895
Fixed income securities 4 62,775 62,775
Total assets 385,670 - - 385,670

In 2024, no transfers occurred between the various levels and no changes took place in level 3.

30. Subsequent events

No significant subsequent events took place.

LIST OF INVESTMENTS AT 31.12.2024

COMPANY REGISTERED
OFFICE
SHARE CURRENCY HOLDING
CAPITAL DIRECT INDIRECT
THROUGH
COMPANIES INCLUDED IN THE CONSOLIDATION UNDER THE LINE-BY
LINE METHOD
CED DIGITAL & SERVIZI SRL ROME 100,000.00 Euro 99.99% FINCED Srl 0.01%
IL MESSAGGERO SpA ROME 1,265,385.00 Euro 99.95% FINCED Srl 0.05%
IL MATTINO SpA ROME 500,000.00 Euro 99.95% FINCED Srl 0.05%
PIEMME SpA ROME 91,710.21 Euro 100.00% FINCED Srl 0.00%
LEGGO Srl ROME 1,000,000.00 Euro 99.95% FINCED Srl 0.05%
FINCED Srl ROME 10,000.00 Euro 99.99% PIEMME SpA 0.01%
CORRIERE ADRIATICO Srl ROME 200,000.00 Euro 99.95% FINCED Srl 0.05%
QUOTIDIANO DI PUGLIA Srl ROME 50,000.00 Euro 99.95% FINCED Srl 0.05%
SERVIZI ITALIA 15 SRL ROME 100,000.00 Euro 99.95% FINCED Srl 0.05%
STAMPA NAPOLI 2015 SRL ROME 10,000.00 Euro 99.95% FINCED Srl 0.05%
STAMPA ROMA 2015 SRL ROME 10,000.00 Euro 99.95% FINCED Srl 0.05%
IL GAZZETTINO SpA ROME 200,000.00 Euro 99.95% FINCED Srl 0.05%
STAMPA VENEZIA Srl ROME 2,267,000.00 Euro 74.99% IL GAZZETTINO
SpA
25.01%
IMPRESE TIPOGRAFICHE VENETE Srl ROME 1,730,000.00 Euro 45.90% IL GAZZETTINO
SpA
54.10%
P.I.M. PUBBLICITA' ITALIANA
MULTIMEDIA Srl
ROME 1,800,000.00 Euro 42.00% IL GAZZETTINO
SpA
58.00%

FINANCIAL STATEMENTS December 31ST 2024

2024 Annual Report – Caltagirone Editore SpA 170

Balance Sheet

Note 31.12.2023
1,413,858
1,186,916 1,413,858
353,838,620
10
54,435,000
47,065,453
456,752,941
456,098
456,098
17,552,713
9,570,990
5,013,497
4,990,338
181,044
23,203,352
512,470,875 479,956,293
1
2
3
4
5
6
7
8
31.12.2024
1,188,660
327,670,449
10
77,719,500
50,317,120
456,895,740
226,218
226,218
47,333,833
47,333,833
7,947,023
7,876,783
68,061
55,575,135

Balance Sheet

Shareholders' Equity & Liabilities
(in Euro) 31.12.2024 31.12.2023
Shareholders' Equity
Share capital
125,000,000 125,000,000
Share capital issue costs
Other reserves
Profit/(loss) for the year
(18,864,965)
287,832,978
40,169,130
(18,864,965)
265,197,035
3,976,456
TOTAL SHAREHOLDERS' EQUITY 434,137,143 375,308,527
Liabilities
Non-current liabilities
Employee provisions 112,963 109,873
Non-current financial liabilities 969,484 1,196,657
of which related parties 969,484 1,196,657
Deferred tax liabilities 458,336 178,922
TOTAL NON-CURRENT LIABILITIES 1,540,783 1,485,451
Current liabilities
Trade payables 1,178,515 1,132,466
of which related parties 494,161 781,544
Current financial liabilities
of which related parties
21,734,491
21,734,278
53,977,852
53,977,011
Current income tax payables - -
Other current liabilities 53,879,942 48,051,998
of which related parties 47,806,431 42,078,705
TOTAL CURRENT LIABILITIES 76,792,948 103,162,315
TOTAL LIABILITIES 78,333,732 104,647,766
TOTAL SHAREHOLDERS' EQUITY AND
LIABILITIES
512,470,875 479,956,293

Income Statement

Note
(in Euro) 31.12.2024 31.12.2023
Other operating revenues
of which related parties
TOTAL OPERATING REVENUES
14 472,651
472,492
472,651
458,789
458,000
458,789
Labour costs 10 (247,042) (232,519)
Other operating charges
of which related parties
15 (746,945) (1,932,169) (1,714,531)
(675,205)
TOTAL OPERATING COSTS (2,179,211) (1,947,050)
EBITDA (1,706,560) (1,488,261)
Amortisation, depreciation, prov.
& write-downs
Amort. leased assets
of which related parties
TOTAL AMORTISATION, DEPRECIATION,
16 (436)
(241,407)
(241,407)
-
(238,962)
(238,962)
PROVISIONS & WRITE-DOWNS (241,843) (238,962)
EBIT (1,948,403) (1,727,223)
Financial Income
of which related parties
17 71,669,433
65,591,297
7,233,831
-
Financial Charges
of which related parties
17 (30,028,293) (2,166,196)
(1,487,102)
(1,378,592)
Net financial income/(charges) 41,641,139 5,067,635
PROFIT BEFORE TAXES 39,692,736 3,340,413
Income taxes 4 476,394 636,044
PROFIT FROM CONTINUING OPERATIONS 40,169,130 3,976,456
NET PROFIT FOR THE YEAR 40,169,130 3,976,456

Comprehensive Income Statement

(in Euro) 2024 2023
Net profit for the year 40,169,130 3,976,456
Items which may not be subsequently reclassified
to the profit (loss) for the year
Effect of actuarial gains/losses, net of tax effect 5,540 (2,285)
Profit/(loss) from the valuation of Investments in equity
instruments net of the tax effect
23,005,086 6,997,263
Total other items of the Comprehensive Income Statement 23,010,626 6,994,978
Comprehensive profit/(loss) 63,179,756 10,971,434

Statement of changes in Shareholders' Equity

(in Euro) Share
capital
Listing
charges
Treasury
shares
Fair Value
reserve
Other
reserves
Net Result Total
Shareholders'
Equity
Balance at January
1st 2023
125,000,000 (18,864,965) (23,640,925) 7,734,016 257,156,839 20,567,178 367,952,145
Dividends distributed (3,203,708) (3,203,708)
Previous year results
carried forward
20,567,178 (20,567,178) -
Amount set aside to
BoD
(411,344) (411,344)
Total transactions
with shareholders
- - - - 16,952,126 (20,567,178) (3,615,052)
Change in fair value
reserve
6,997,263 6,997,263
Net change in post
emp. ben. reserve
(2,285) (2,285)
Net Profit 3,976,456 3,976,456
Total comprehensive
profit/(loss)
- - - 6,997,263 (2,285) 3,976,456 10,971,434
Balance at
December 31st 2023
125,000,000 (18,864,965) (23,640,925) 14,731,279 274,106,681 3,976,456 375,308,527
Balance at January
1st 2024
125,000,000 (18,864,965) (23,640,925) 14,731,279 274,106,681 3,976,456 375,308,527
Dividends distributed (4,271,610) (4,271,610)
Previous year results
carried forward
3,976,456 (3,976,456) -
Amount set aside to
BoD
(79,529) (79,529)
Total transactions
with shareholders
- - - - (374,683) (3,976,456) (4,351,140)
Change in fair value
reserve
23,005,086 23,005,086
Net change in post 5,540 5,540
emp. ben. reserve
Net Result
40,169,130 40,169,130
Comprehensive 23,005,086 5,540 40,169,130 63,179,756
profit/(loss) - - -
Balance at
December 31st 2024
125,000,000 (18,864,965) (23,640,925) 37,736,365 273,737,538 40,169,130 434,137,144

Cash Flow Statement

(in Euro) Note 2024 2023
CASH & CASH EQUIVALENTS PREVIOUS YEAR 8 181,044 102,583
Net profit for the year 40,169,130 3,976,528
Amortisation & depreciation 241,843 238,962
(Revaluations) and write-downs 26,168,171 (2,927,448)
Net financial income/(charges) (67,809,310) (2,140,187)
of which related parties 64,104,195 1,378,592
Income taxes (476,394) (636,044)
Changes in employee provisions 5,222 3,028
OPERATING CASH FLOW BEFORE CHANGES IN WORKING CAPITAL (1,701,338) (1,485,161)
(Increase) Decrease in Trade receivables 229,880 -
Increase (Decrease) in Trade payables 46,051 (7,096)
Change in other current and non-current liabilities 2,904,028 1,676,041
Change in deferred and current income taxes (2,823,084) (1,628,827)
OPERATING CASH FLOW (1,344,463) (1,445,043)
Dividends received 69,239,297 3,306,000
Interest received 68,249 7,533
Interest paid (215,730) -
A) CASH FLOW FROM OPERATING ACTIVITIES 67,747,353 1,868,490
Investments in Tangible Assets (2,180) -
Change in current financial assets (29,780,794) 1,700,000
of which related parties (29,780,794) 1,700,000
B) CASH FLOW FROM INVESTING ACTIVITIES (29,782,974) 1,700,000
Change in current financial liabilities (33,805,752) (286,322)
Dividends Distributed (4,271,610) (3,203,707)
C) CASH FLOW FROM FINANCING ACTIVITIES (38,077,362) (3,490,029)
D) Effect exc. diffs. on cash & cash equivalents - -
Net Change in Liquidity (112,983) 78,461
CASH AND CASH EQUIVALENTS CURRENT YEAR 8 68,061 181,044

NOTES TO THE FINANCIAL STATEMENTS

December 31ST 2024

2024 Annual Report – Caltagirone Editore SpA 178

BLANK PAGE

Introduction

Caltagirone Editore SpA (Parent Company) is a limited liability company with its registered office at Rome (Italy), Via Barberini, No. 28.

At the date of this report, the Shareholders with significant holdings, according to the disclosures made pursuant to Article 120 of the CFA and supplemented by additional information are:

Francesco Gaetano Caltagirone 76,638,388 shares (61.311%).

The above investment is held indirectly through the companies:

Parted 1982 Srl 44,454,550 shares (35.564%)

FGC SpA 32,183,838 shares (25.747%)

The company in addition holds 18,209,738 treasury shares, equal to 14.57% of the share capital.

The present financial statements were authorised for publication by the Directors on March 12th 2025.

At the date of the preparation of the present accounts, the ultimate holding company is FGC SpA, with registered office at Via Barberini 28 Rome, due to the shares held through subsidiary companies.

Compliance with international accounting standards approved by the European Commission

The financial statements at December 31st 2024 were prepared on the going concern basis and in accordance with Article 2 of Legislative Decree 38/2005 and International Financial Reporting Standards (IFRS), the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC), approved by the European Commission and in force at the balance sheet date, in addition to the preceding International Accounting Standards (IAS). For simplicity, all the standards and interpretations are hereafter stated simply as "IFRS".

In the preparation of the present document, account was taken of Article 9 of Legislative Decree No. 38 of February 28th 2005, of the provisions of the civil code, of CONSOB Resolution No. 15519 ("Regulations relating to financial statements to be issued in accordance with Article 9, paragraph 3 of Legs. Decree No. 38/2005") and No. 15520 ("Modifications and amendments to the implementation rules of Legs. Decree No. 58/1998"), both of July 27th 2006, as well as CONSOB communication No. DEM/6064293 of July 28th 2006 ("Disclosure of issuers of shares and financial instruments in accordance with article 116 of the CFA")

Basis of presentation

The Financial Statements at December 31st 2024 are presented in Euro and all the amounts refer to units of the currency, except where indicated otherwise. They consist of the Balance Sheet, the Income Statement, the Comprehensive Income Statement, the Statement of changes in Shareholders' Equity, the Cash Flow Statement and the Explanatory Notes.

The financial statements have been prepared on a going concern basis as the Directors, having fully assessed the risks and uncertainties facing the Company, have a reasonable expectation that the Company will continue to operate for the foreseeable future. Regarding the presentation of the financial statements, the Company has made the following choices:

    1. the current and non-current assets and current and non-current liabilities are presented as separate classifications in the Balance Sheet;
    1. the income statement items are classified by the nature of the expense;
    1. the comprehensive income statement, beginning with the net result, highlights the effect of profits and losses recorded directly to net equity;
    1. the cash flow statement is presented using the indirect method.

Accounting policies

Equity investments and non-current securities

Equity investments other than in subsidiaries, associates and joint ventures are recognised at cost at the date of acquisition as "equity investments and non-current securities", as this is representative of their fair value including directly attributable transaction costs.

After initial accounting, these investments are measured at fair value with the effects charged to Other Comprehensive Income in accordance with IFRS 9.

Investments not involving subsidiaries or associations that are not listed on an active market and for which the use of an appropriate valuation model would not produce reliable results remain measured at cost.

Investments in subsidiaries, in jointly-controlled companies and in associates are recorded at cost of acquisition or establishment, less impairment losses. Where there is evidence of impairment, recoverability is tested by comparing the carrying amount with the recoverable amount. Where there is a subsequent improvement in the performance of the investee subject to the write-down such as to consider the reasons for the impairment no longer existing, the investments are revalued within the limits of the write-downs recognised in previous years, to "Financial income".

ASSETS

1. Property, plant and equipment

Historical cost Equipment Other assets Right-of-Use Assets Total
01.01.2023 31,236 213,333 2,383,741 2,628,310
Increases/Decreases 139,182 139,182
31.12.2023 31,236 213,333 2,522,923 2,767,492
01.01.2024 31,236 213,333 2,522,923 2,767,492
Increases/Decreases 2,180 14,465 16,645
31.12.2024 31,236 215,513 2,537,388 2,784,137
Depreciation & loss in value Equipment Other assets Right-of-Use Assets Total
01.01.2023 31,236 213,333 870,103 1,114,672
Increases/Decreases 238,962 238,962
31.12.2023 31,236 213,333 1,109,065 1,353,634
01.01.2024 31,236 213,333 1,109,065 1,353,634
Increases/Decreases 436 241,407 241,843
31.12.2024 31,236 213,769 1,350,472 1,595,477
Net value
01.01.2023 - - 1,513,638
31.12.2023 - - 1,413,858 1,413,858
31.12.2024 - 1,744 1,186,916 1,188,660

With reference to the impact of the application of IFRS 16 for the lease contract for officeuse properties for the Company at December 31st 2024, the following additional information is provided below:

Land and buildings
Gross value at January 1st 2023 2,383,740
Increases 139,183
Gross value at December 31st 2023 2,522,923
Accumulated depreciation at January 1st 2023 870,103
Depreciation 238,962
Accumulated depreciation at December 31st 2023 1,109,065
Net value at December 31, 2023 1,413,858
Gross value at January 1st 2024 2,522,923
Increases 14,465
Gross value at December 31st 2024 2,537,388
Accumulated depreciation at January 1st 2024 1,109,065
Depreciation 241,407
Accumulated depreciation at December 31st 2024 1,350,472
Net value at December 31, 2024 1,186,916

At December 31st 2024, the right-of-use asset amounted to Euro 1,186,916, and included property contracts.

2. Investments valued at cost

The movements in the account are as follows:

Investments in subsidiaries Registere
d Office
Share capital % Book value
01.01.2023
Revaluations
(Write-downs)
Book value
31.12.2023
Share of
Net equity
at
31.12.2023
Difference
compared
to book
value at
31.12.2023
Ced digital & servizi S.r.l. Rome 100,000 99.99 4,968,503 4,968,503 7,447,231 2,478,728
Corriere Adriatico S.r.l. Rome 200,000 99.95 6,492,017 6,492,017 5,512,709 (979,308)
Finced S.r.l. Rome 10,000 99.99 180,697,368 180,697,368 198,337,871 17,640,503
Il Gazzettino S.p.A. Rome 200,000 99.95 44,067,897 44,067,897 19,710,793 (24,357,105)
Il Mattino S.p.A. Rome 500,000 99.95 14,767,761 14,767,761 13,438,887 (1,328,874)
Il Messaggero S.p.A. Rome 1,265,385 99.95 50,439,010 50,439,010 36,188,221 (14,250,789)
Imprese Tipografiche Venete Srl Rome 1,730,000 45.90 4,800,000 4,800,000 5,139,312 339,312
Leggo S.r.l. Rome 1,000,000 99.95 5,741,184 899,770 6,640,954 6,640,954 (0)
Nuovo Quotidiano di Puglia S.r.l. Rome 50,000 99.95 5,478,260 1,952,998 7,431,258 7,431,258 0
Piemme S.p.A. Rome 91,710 99.99 5,015,304 (776,287) 4,239,017 4,239,016 (1)
Pim Srl Rome 1,800,000 42.00 5,000,000 5,000,000 6,681,003 1,681,003
Servizi Italia 15 S.r.l. Rome 100,000 99.95 4,922,737 483,298 5,406,035 6,879,082 1,473,047
Stampa Napoli 2015 S.r.l. Rome 10,000 99.95 4,996,976 366,139 5,363,115 5,363,115 0
Stampa Roma 2015 S.r.l. Rome 10,000 99.95 8,624,155 1,530 8,625,685 11,484,727 2,859,042
Stampa Venezia Srl Rome 2,267,000 74.99 4,900,000 4,900,000 6,868,588 1,968,588
Total 350,911,172 2,927,448 353,838,620
Investments in subsidiaries Registere
d Office
Share capital % Book value
01.01.2024
Revaluations
(Write-downs)
Book value
31.12.2024
Share of
Net equity
at
31.12.2024
Difference
compared
to book
value at
31.12.2024
Ced digital & servizi S.r.l.
Corriere Adriatico S.r.l.
Rome
Rome
100,000
200,000
99.99
99.95
4,968,503
6,492,017
(837,069)
(3,046,371)
4,131,434
3,445,646
1,339,713
2,320,727
(2,791,721)
(1,124,919)
Finced S.r.l. Rome 10,000 99.99 180,697,368 - 180,697,368 212,483,702 31,786,334
Il Gazzettino S.p.A. Rome 200,000 99.95 44,067,897 - 44,067,897 13,696,116 (30,371,781)
Il Mattino S.p.A. Rome 500,000 99.95 14,767,761 (2,996,873) 11,770,888 11,737,904 (32,984)
Il Messaggero S.p.A. Rome 1,265,385 99.95 50,439,010 - 50,439,010 31,695,884 (18,743,126)
Imprese Tipografiche Venete Srl
Leggo S.r.l.
Nuovo Quotidiano di Puglia S.r.l.
Piemme S.p.A.
Pim Srl
Rome
Rome
Rome
Rome
Rome
1,730,000
1,000,000
50,000
91,710
1,800,000
45.90
99.95
99.95
99.99
42.00
4,800,000
6,640,954
7,431,258
4,239,017
5,000,000
-
(5,282,834)
(2,063,110)
2,361,887
(1,393,413)
4,800,000
1,358,120
5,368,147
6,600,903
3,606,587
1,902,129
1,528,035
1,903,881
6,600,903
1,518,767
(2,897,871)
169,915
(3,464,266)
(1)
(2,087,820)
Servizi Italia 15 S.r.l.
Stampa Napoli 2015 S.r.l.
Stampa Roma 2015 S.r.l.
Stampa Venezia Srl
Total
Rome
Rome
Rome
Rome
100,000
10,000
10,000
2,267,000
99.95
99.95
99.95
74.99
5,406,035
5,363,115
8,625,685
4,900,000
353,838,620
(4,857,509)
(3,621,004)
(4,431,872)
-
(26,168,171)
548,526
1,742,111
4,193,813
4,900,000
327,670,449
548,526
1,742,111
1,204,309
2,737,891
-
(0)
(2,989,504)
(2,162,109)

For the purpose of testing for impairment, the equity of the investee was considered as an indicator of the recoverable value of the investee, adjusted for any capital gains arising from the valuation of the Publishing Titles following the results of the impairment tests (for more details regarding the methodology and basic assumptions made with reference to the impairment test, see Note 2 included in the Notes to the Group's consolidated financial statements) and other capital gains such as the fair value of the equities held. The write-downs made reflect losses that, in the judgment of the directors, are to be considered permanent. With regard to the shareholders' equity of Il Gazzettino SpA, the pro-rata shareholders' equity of its subsidiaries was also taken into consideration.

The investments in other companies consist of:

Investments in other
companies
01.01.2023 Increases/(Decreases) Reversals/(Impairment
losses)
31.12.2023
Banca Popolare di Vicenza 10 - 10
Total 10 - - 10
Investments in other
companies
01.01.2024 Increases/(Decreases) Reversals/(Impairment
losses)
31.12.2024
Banca Popolare di Vicenza 10 - 10
Total 10 - - 10

3. Equity investments and non-current securities

Equity investments and non
current securities
01.01.2023 Increases/(Decreases) Fair value
change
Reclass. 31.12.2023
Investments in equity instruments 47,352,750 - 7,082,250 54,435,000
Fixed income securities 7,765,160 - - (7,765,160) -
Total 55,117,910 - 7,082,250 (7,765,160) 54,435,000
Equity investments and non
current securities
01.01.2024 Increases/(Decreases) Fair value
change
Reclass. 31.12.2024
Investments in equity instruments 54,435,000 - 23,284,500 77,719,500
Total 54,435,000 - 23,284,500 - 77,719,500

The breakdown of the account "Investments in equity instruments" is as follows:

Capital instruments 01.01.2023 Increases/(Decreases) Fair value
change
31.12.2023
Assicurazioni Generali SpA 47,352,750 - 7,082,250 54,435,000
Total 47,352,750 - 7,082,250 54,435,000
01.01.2024 Increases/(Decreases) Fair value
change
31.12.2024
Assicurazioni Generali SpA 54,435,000 - 23,284,500 77,719,500
Total 54,435,000 - 23,284,500 77,719,500

The changes in the fair value reserve are reported below:

Fair Value reserve
Tax effect
01.01.2023
7,827,951
(93,935)
Increases
7,082,250
Decreases
-
(84,987)
31.12.2023
14,910,201
(178,922)
Fair value reserve, net of tax
effect
7,734,016 7,082,250 (84,987) 14,731,279
Changes in the year 6,997,263
Fair Value reserve
Tax effect
01.01.2024
14,910,201
(178,922)
Increases
23,284,500
Decreases
(279,414)
31.12.2024
38,194,701
(458,336)
Fair value reserve, net of tax
effect
14,731,279 23,284,500 (279,414) 37,736,365
Changes in the year 23,005,086

In relation to the disclosure required by IFRS 13, concerning the so-called "hierarchy of fair value", these equity instruments belong to level one, as defined in paragraph 27 A (IFRS 13), as concerning financial instruments listed on an active market.

4. Deferred and current taxes

The deferred tax assets refer to losses carried forward and temporary differences between the values recorded in the financial statements and the corresponding values recognised for tax purposes.

01.01.2023 Provisions Uses Other
changes
31.12.2023
Deferred tax assets
Tax losses carried forward 44,762,906 650,319 1,568,775 46,982,000
Others 55,875 12,778 (8,458) 23,258 83,453
Total 44,818,781 663,097 (8,458) 1,592,033 47,065,453
Deferred tax liabilities
Others 93,935 84,987 178,922
Total 93,935 - - 84,987 178,922
Net deferred tax assets 44,724,846 663,097 (8,458) 1,507,046 46,886,531
01.01.2024 Provisions Uses Other
changes
31.12.2024
Deferred tax assets
Tax losses carried forward 46,982,000 468,839 2,774,816 50,225,655
Others 83,453 19,594 (12,038) 457 91,465
Total 47,065,453 488,432 (12,038) 2,775,273 50,317,120
Deferred tax liabilities
Others 178,922 279,414 458,336
Total 178,922 - - 279,414 458,336
Net deferred tax assets 46,886,531 488,432 (12,038) 2,495,859 49,858,784

The movements are shown below of the deferred tax assets and liabilities:

The other changes in deferred tax assets and liabilities include the deferred tax assets recorded due to the losses incurred by the subsidiaries within the tax consolidation, against which the related liability has been recorded under Other liabilities. Taking account of the timing differences and based on forecasts, it is considered that the Group Companies will have, in the coming years, sufficient assessable income to recover the deferred tax assets recorded in the financial statements at December 31st 2024.

The income taxes for the year consist of:

2024 2023
Recording of deferred tax assets (484,275) (663,097)
Utilisation of deferred tax assets 12,038 8,458
Prior year taxes (4,158) 18,595
Deferred tax assets (476,394) (636,044)
Total income taxes (476,394) (636,044)

The breakdown of income taxes is as follows:

31.12.2024 31.12.2023
Current and deferred IRES tax (476,394) (636,044)
Total (476,394) (654,639)

The analysis of the difference between the theoretical and actual tax rates in relation to IRES are as follows:

2024 2023
Result before taxes
Theoretical tax charge
Amount
35,123,820
Tax
24.00%
8,429,717
Amount
3,340,413
Tax
24.00%
801,699
Permanent differences increase (decrease):
Dividends (67,828,559) (16,278,854) (3,140,700) (753,768)
Write-down of equity investments 30,737,087 7,376,901 776,287 186,309
Revaluations of investments - - (3,703,735) (888,896)
Other (17,325) (4,158) 71 17
Current and deferred IRES tax (37,108,797) (476,394) (6,068,077) (654,639)

5. Trade receivables

The breakdown is as follows:

31.12.2024 31.12.2023
Receivables from related parties 226,218 456,098
Total trade receivables 226,218 456,098

There are no receivables due over 12 months. The value of the receivables reported above approximates their fair value.

6. Current financial assets

The breakdown is as follows:

31.12.2024 31.12.2023
Government securities - 7,981,723
Financial receivables from Piemme
SpA
4,439,384 5,839,384
Financial receivables from Il Mattino
SpA
3,690,350 3,690,350
Financial receivables from Leggo 4,934,290 -
Financial receivables from Corriere
Adriatico
2,703,345 -
Financial receivables from Ced Digital 4,776,359 -
Financial receivables from Stampa
Roma
9,289,171 -

Finance prepayments on leases
Total current financial assets
41,582
47,333,833
41,256
17,552,713
Gazzettino 4,863,856 -
Financial receivables from IL
Financial receivables from PIM 3,110,047 -
Financial receivables from ITV 2,915,596 -
Venezia
Financial receivables from Stampa 3,341,035 -
di Puglia 3,228,819 -
Financial receivables from Quotidiano

During 2024, non-interest-bearing loans were granted to subsidiaries to improve their financial equilibrium.

The value of current financial assets approximates their fair value.

7. Other current assets

The breakdown is as follows:

31.12.2024 31.12.2023
Receivables from subsidiaries 7,876,783 4,990,338
Receivables from third parties 70,240 23,159
Total current assets 7,947,023 5,013,497

The receivables from subsidiaries due within one year relate to transactions under the national tax consolidation and the VAT positions transferred by the subsidiaries as part of the VAT consolidation, as follows:

31.12.2024 31.12.2023
Ced Digital Srl 302,525 275,374
Pim Srl 517,364 480,145
Stampa Roma 2015 Srl 335,249 277,366
Stampa Venezia Srl 138,291 65,972
Imprese Tipografiche Venete Srl 1,208,631 1,069,738
Total tax consolidation 2,502,061 2,168,594
Il Messaggero Spa 2,488,054 486,140
Il Mattino Spa 1,035,688 503,407
Leggo Srl 21,622 538
Quotidiano di Puglia Srl 347,589 145,281
Corriere Adriatico Srl 167,193 11,133
Servizi Italia 15 Srl 12,301 -
Il Gazzettino Spa - 367,297
Stampa Napoli 2015 Srl - 6,450
Total Consolidated VAT 4,072,447 1,520,246
Il Messaggero S.p.a. 287 -
Il Mattino SpA 1,301,989 1,301,497
Total other receivables 1,302,276 1,301,497
Total receivables from
subsidiaries
7,876,783 4,990,338

The other receivables from Il Mattino SpA concern payments made by Caltagirone Editore SpA as the tax consolidating company, in relation to tax disputes in previous years.

The value of other current assets approximates their fair value.

8. Cash and cash equivalents

Cash and cash equivalents are broken down as follows:

31.12.2024 31.12.2023
Bank and postal deposits 65,494 178,449
Cash in hand and similar 2,567 2,595
Total cash and cash equivalents 68,061 181,044

Net Financial Position

Details are provided of short and medium/long-term loans in accordance with the recommendations of Consob communication No. 6064293 of July 28th 2006, updated on the basis of the Call to attention No. 5/21 of April 29th 2023. As a result of this update, the comparative balances reported have also been adjusted:

(In Euro) 31.12.2024 31.12.2023
A. Liquidity 68,061 181,044
B. Cash equivalents - -
C. Other current financial assets 47,333,833 17,511,457
D. Liquidity (A)+(B)+(C) 47,401,894 17,692,501
of which related parties 47,333,833 9,529,734
E. Current financial debt 21,492,746 53,741,546
F. Current portion of non-current financial debt 241,532 236,305
G. Current financial debt (E)+(F) 21,734,278 53,977,852
of which related parties 21,734,278 53,977,011
H. Net current financial debt (G)-(D) (25,667,616) 36,285,351
I. Non-current financial debt 969,484 1,196,657
J. Debt instruments - -
K. Trade payables and other non-current payables - -
L. Non-current debt (I)+(J)+(K) 969,484 1,196,657
of which related parties 969,484 1,196,657
M. Total financial debt (H + L) (24,698,132) 37,482,008

The net financial position at December 31st 2024 was a cash position of Euro 24.7 million (debt of Euro 37.5 million Euro at December 31st 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.

The average interest rate on liquidity for the year 2024 was 3.1%.

LIABILITIES AND SHAREHOLDERS' EQUITY

9. Shareholders' Equity

Capital and reserve movements

Changes in shareholders' equity at December 31st 2024 and 2023 are shown in the financial statements.

Share capital

The Share capital amounts to Euro 125 million, consisting of 125,000,000 ordinary shares at a nominal value of Euro 1 each.

All of the ordinary shares issued are fully paid-in. There are no shares subject to guarantees or restrictions on the distribution of dividends. At December 31st 2024, Caltagirone Editore SpA had 18,209,738 treasury shares, comprising 14.57% of the share capital for a value of Euro 23 million, which was recognised as a reduction of equity for which a specific, restricted reserve has been established.

Dividends totaling Euro 4.3 million were distributed in 2024.

31.12.2024 31.12.2023
Share Capital 125,000,000 125,000,000
Share capital issue costs (18,864,965) (18,864,965)
Legal Reserve 25,000,000 25,000,000
Share premium reserve 459,125,641 459,125,641
Treasury shares (23,640,925) (23,640,925)
Reserve for treasury shares 23,640,924 23,640,924
IAS leaving indemnity reserve 7,653 2,113
Net Fair Value reserve 37,736,365 14,731,279
Other reserves 18,159,032 18,159,032
Retained earnings 20,425,624 20,800,308
Losses carried forward (272,621,336) (272,621,336)
Net Profit 40,169,130 3,976,456
Total net equity 434,137,143 375,308,527

The Shareholders' Equity disclosure document with breakdown by individual accounts concerning the availability and usage in previous years is reported below.

SHAREHOLDERS' EQUITY DISCLOSURE AT DECEMBER 31ST 2024 (€/000)

Nature/description Amount
31.12.2023
Amount
31.12.2024
Possible
uses
Available
amount
Summary
utilisation in the
previous three
years
(Euro thousands) to cover
for other
losses
reasons
Share Capital 125,000 125,000
Share capital issue costs (18,865) (18,865)
Legal reserve 25,000 25,000 B
Share premium reserve 459,126 459,126 A B C 459.126(1)
Treasury share reserve 23,641 23,641
IAS Reserve 8,072 31,082
Other Reserves 1,179 1,179 A B C 1,179
Retained earnings 20,800 20,426 A B C 20,426 10.680(2)
Losses carried forward (272,621) (272,621) A B C (272,621)
371,332 393,968
Total available 208,110
Key:
A: Share capital increases

B: to cover losses C: for distribution to shareholders

(1) Utilisations for establishment Acq. Treasury Shares Reserve

(2) (Article 2433 of the Civil Code)

LIABILITIES

10. Personnel

Post-employment benefits and employee provisions

Post-employment benefits represent a liability relating to the benefits recognised to employees and paid either on termination or after employment service. This liability is a defined benefit plan and therefore is determined applying the actuarial method under the applicable accounting standards.

The assumptions relating to the determination of the plan are summarised in the table below:

Values in % 31.12.2024 31.12.2023
Annual technical discounting rate 3.20% 3.10%
Annual inflation rate 2.00% 2.50%
Annual increase in leaving indemnity 3.00% 3.30%
Annual increase in salaries 2.75% 2.75%

The movements in the year are as follows:

31.12.2024 31.12.2023
Net liability at January 1st 109,873 100,873
Current cost for the year 4,768 4,842
Interest charge (income), net 3,406 3,631
Actuarial profits/(losses) (5,084) 527
Net liability at December 31st 112,963 109,873

The comparison with the liability in accordance with Italian regulations is as follows:

31.12.2024 31.12.2023
Nominal value of the provision
Actuarial adjustment
121,014
(8,051)
114,426
(4,553)
Total post-employment benefits 112,963 109,873

As illustrated in the movement, the change between the liability determined in accordance with Italian regulations and IFRS is essentially due to the change in the discount rate utilised, as described previously.

Employee numbers and cost

2024 2023
Salaries and wages 165,074 159,092
Social security contributions 70,436 63,562
Post-employment benefit provision 4,768 4,842
Other costs 6,763 5,023
Total labour costs 247,042 232,519

The following table shows the average number of employees and consultants by category:

31.12.2024 31.12.2023 Average
2024
Average
2023
Executives 1 1 1 1
Managers & white-collar 1 1 1 1
Total 2 2 2 2

11. Non-current and current financial liabilities

31.12.2024 31.12.2023
Non-current financial liabilities
Payables for leasing assets to associates 969,484 1,196,657
969,484 1,196,657
Current financial liabilities
Payable to subsidiaries 21,492,746 53,740,706
Payables for leasing assets to associates 241,532 236,305
Current bank payables 213 840
21,734,491 53,977,852

Payables to subsidiaries refer to loans received at market rates from the subsidiaries Finced S.r.l., amounting to Euro 16,892 thousand, and Il Messaggero S.p.A., amounting to Euro 4,270 thousand, as well as the related interest. The decrease from the previous year is attributed to the total repayment of the loan to Quotidiano di Puglia and the partial repayment of the loan to Finced S.r.l.

Payables for leasing assets arise from the application of IFRS 16 on the lease of the company's headquarters to a company under common control.

12. Trade payables

31.12.2024 31.12.2023
Trade payables 684,354 350,995
Payables to subsidiaries 131,711 59,471
Payables to holding companies 350,000 722,000
Payables to other group companies 12,449 -
1,178,515 1,132,466
of which related parties 494,161 781,544

Payables to holding companies refer to Caltagirone S.p.A. for services rendered during the year.

There are no payables due over 12 months.

The value of payables at December 31st 2024 approximates their fair value.

13. Other current liabilities

Other current liabilities 31.12.2024 31.12.2023
Social security institutions 18,980 18,611
Employee payables 45,794 40,032
Payables to subsidiaries 47,806,431 42,078,705
Other payables 6,008,736 5,914,650
53,879,942 48,051,998

The account "Other payables" includes Euro 5,438,806 as amounts available to the Board of Directors in accordance with Article 25 of the Company By-Laws, which provides for the allocation of 2% of the net profits to this account.

2024 Annual Report – Caltagirone Editore SpA 192

The other amounts concern emoluments due to Directors and Statutory Auditors and personnel withholding tax payables.

The other payables to subsidiaries refer to transactions with the companies in the fiscal consolidation and the VAT consolidation. The breakdown is presented in the table below:

31.12.2024 31.12.2023
Il Messaggero Spa 7,155,337 6,153,806
Il Mattino Spa 10,199,610 9,384,195
Leggo Srl 4,923,244 4,965,668
Il Gazzettino Spa 6,570,941 6,376,858
Piemme Spa 5,767,179 4,911,054
Finced Srl 2,959,424 2,923,954
Corriere Adriatico Srl 3,801,668 3,679,672
Quotidiano di Puglia Srl 984,888 933,493
Stampa Napoli 2015 Srl 204,930 173,076
Servizi Italia 15 Srl 1,316,912 1,228,526
Total tax consolidation 43,884,133 40,730,303
Il Messaggero SpA 9,239 6,239
Servizi Italia 15 Srl 10 10
Total other payables 9,249 6,249
Piemme Spa 922,354 457,094
Imprese Tipografiche Venete Srl 792 2,386
Pim Srl 20,586 6,518
Il Gazzettino Spa 234,150 -
Ced Digital & Servizi Srl 1,520,580 473,701
Servizi Italia 15 Srl - 37,441
Stampa Roma 2015 Srl 609,870 180,408
Stampa Napoli 2015 Srl 26,275 -
Stampa Venezia Srl 578,441 184,606
Total Consolidated VAT 3,913,049 1,342,153
Total payables to subsidiaries 47,806,431 42,078,705

Income Statement

14. Other operating revenue

2024 2023
Other operating income 159 789
Other revenues and income from related
parties
472,492 458,000
Total revenues from sales and services 472,651 458,789

The other revenues and income from related parties concern services provided to Group companies.

15. Other operating costs

2024 2023
Rent, lease and similar costs 79,264 79,161
Services 1,720,386 1,505,093
Other operating charges 132,518 130,276
Total other operating costs 1,932,169 1,714,531
of which related parties 746,945 675,205

The account Services includes the remuneration of the Board of Statutory Auditors for Euro 33,917, the Board of Directors for Euro 181,640 and the Audit Firm for Euro 147,771. The account also includes the fee to Caltagirone S.p.A. for administrative and tax assistance services.

16. Amortisation, depreciation, provisions & write-downs

2024 2023
Depreciation of property, plant & equipment
Amort. leased assets
436
241,407
-
238,962
Total amortisation, depreciation,
provisions & write-downs
241,843 238,962

17. Net financial income/(charges)

2024 2023
Dividends from subsidiaries 65,591,297 -
Dividends from other companies
Bank deposit interest
3,648,000
5,908
3,306,000
7,533
Write-down of equity investments and
securities
2,361,887 3,703,735
Other financial income 62,341 216,563

2024 Annual Report – Caltagirone Editore SpA 194

Total financial income 71,669,433 7,233,831

The increase in financial income is attributable to the distribution of dividends by subsidiaries, amounting to Euro 65.6 million, including Euro 41 million from capital reserves.

Dividends from other companies refer to the investment in Assicurazioni Generali SpA.

The increase in financial charges is attributable to write-downs of equity investments in subsidiaries in order to adjust the carrying amount against equity having deemed the difference with the latter to be a permanent loss. Please refer to Note 2 of these financial statements for details on the write-downs.

Interest expenses from subsidiaries relate to loans received, for consideration and at current market rates, from subsidiaries during FY2024.

18. Related party transactions

The transactions of the company with related parties, including inter-group operations, generally relate to normal operations and are regulated at market conditions, where not indicated otherwise, and principally relate to the exchange of goods, the provision of services, the provision and use of financial resources of associated companies and subsidiaries as well as with other companies belonging to the Caltagirone Group or under common control.

There are no atypical or unusual transactions which are not within the normal business operations.

31.12.2023 Parent
Company
Subsidiaries Companies
under common
control
Total related
parties
Total book
value
% on total
account
items
Balance sheet transactions
Property, plant and equipment 1,413,858 1,413,858 1,413,858 100.0%
Trade receivables 450,000 6098 456,098 456,098 100.0%
Current financial assets 9,529,734 41,256 9,570,990 17,552,713 54.5%
Other current assets 4,990,338 4,990,338 5,013,497 99.5%
Non-current financial liabilities 1,196,657 1,196,657 1,196,657 100.0%
Trade payables 722,000 59,544 781,544 1,132,466 69.0%
Current financial liabilities 53,740,706 236,305 53,977,011 53,977,852 100.0%
Other current liabilities 42,078,705 42,078,705 48,051,998 87.6%
Income statement transactions
Other operating income 450,000 8,000 458,000 458,789 99.8%
Other operating costs 600,000 75,205 675,205 1,714,531 39.4%
Amortisation & depreciation 238,962 238,962 238,962 100.0%
Financial charges 1,363,070 15,522 1,378,592 2,166,196 63.6%

31.12.2024 Parent
Company
Subsidiaries Companies
under common
control
Total related
parties
Total book
value
% on total
account
items
Balance sheet transactions
Property, plant and equipment 1,186,916 1,186,916 1,188,660 99.9%
Trade receivables 226,218 - 226,218 226,218 100.0%
Current financial assets 47,292,251 41,582 47,333,833 47,333,833 100.0%
Other current assets 7,876,783 7,876,783 7,947,023 99.1%
Non-current financial liabilities 969,484 969,484 969,484 100.0%
Trade payables 350,000 143,911 249 494,161 1,178,515 41.9%
Current financial liabilities 21,492,746 241,532 21,734,278 21,734,491 100.0%
Other current liabilities 47,806,431 47,806,431 53,879,942 88.7%
Income statement transactions
Other operating income 464,492 8,000 472,492 472,651 100.0%
Other operating costs 600,000 75,345 71,600 746,945 1,932,169 38.7%
Amortisation & depreciation 241,407 241,407 241,843 99.8%
Financial income 65,591,297 65,591,297 71,669,433 91.5%
Financial charges 1,473,770 13,333 1,487,102 30,028,293 5.0%

For further information on the breakdown of the individual accounts reported above, reference should be made to the comments concerning each area of the financial statements.

19. Other information

Information in accordance with article 149 of Consob Resolution 11971/99

The fees paid to the independent audit firm KPMG S.p.A. refer to the legal audit of the annual financial statements and the Sustainability Statement carried out in FY 2024, in the amount of Euro 107 thousand, as well as Euro 50 thousand for non-audit services.

20. Hierarchy of Fair Value according to IFRS 13

The following table shows the hierarchy level for the assets and liabilities which are valued at Fair Value:

Capital instruments
Total assets
Dec 31st 23 Note
3
Level 1
54,435,000
54,435,000
Level 2
-
Level 3
-
Total
54,435,000
54,435,000
Dec 31st 24 Note Level 1 Level 2 Level 3 Total
Capital instruments
Total assets
3 77,719,500
77,719,500
- - 77,719,500
77,719,500

In 2024, there were no transfers between the various levels.

21. Business segment information

Caltagirone Editore SpA, as the holding company, carries out its activities exclusively in Italy; therefore, no separate operating segments or geographic areas are identified.

22. Other comprehensive income statement items

Details of the other comprehensive income statement items are shown below with indication of the relevant tax effect:

31.12.2024 31.12.2023
Gross
value
Tax
effect
Net value Gross
value
Tax
effect
Net value
Actuarial gains/(losses) of defined-benefit plans 7,783 (2,243) 5,540 (3,210) 925 (2,285)
Gain/(loss) from recalculation of AFS financial
assets, net of fiscal effect
23,284,500 (279,414) 23,005,086 7,082,250 (84,987) 6,997,263

23. Subsequent events

There were no subsequent events to year-end.

PROPOSALS TO THE SHAREHOLDERS' MEETING

Dear Shareholders,

we propose to you the approval of the Financial Statements at December 31st 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 19th 2025 for the allocation of the dividend coupon, based on the record date of May 20th 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 21st 2025 by the intermediaries appointed through the Sistema di Gestione Accentrata Monte Titoli SpA.

ROME, MARCH 12TH 2025

FOR THE BOARD OF DIRECTORS THE CHAIRPERSON MS. AZZURRA CALTAGIRONE

Declaration of the sustainability statement as per article 81-ter, paragraph 1 of Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments and supplements

The undersigned Ms. Azzurra Caltagirone, Chairperson of the Board of Directors and Mr. Luigi Vasta, Executive Officer for Corporate Reporting, of Caltagirone Editore S.p.A., declare, pursuant to Article 154-bis, paragraph 5-ter, of Legislative Decree No. 58 of February 24, 1998, that the sustainability statement included in the Directors' Report has been prepared:

  • a) in accordance with the reporting standards applied pursuant to Directive 2013/34/EU of the European Parliament and of the Council of June 26, 2013, and Legislative Decree No. 125 of September 6, 2024;
  • b) with the specifications adopted under Article 8(4) of Regulation (EU) 2020/852 of the European Parliament and of the Council of June 18, 2020.

Rome, March 12th 2025

The Chairperson The Executive Officer

Signed Azzurra Caltagirone Signed Luigi Vasta

Declaration of the Consolidated Financial Statements as per art. 81 - ter of Consob Regulation No. 11971 of May 14th 1999 and subsequent modifications and integrations

    1. The undersigned Azzurra Caltagirone, as Chairman of the Board of Directors, and Luigi Vasta, executive responsible for the preparation of the corporate accounting documents of Caltagirone Editore S.p.A., affirm, and also in consideration of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24th 1998:
    2. the accuracy of the information on company operations and
    3. the effective application, of the administrative and accounting procedures for the compilation of the consolidated financial statements for 2024.
    1. The activity was undertaken evaluating the organisational structure and the execution, control and monitoring processes of the business activities necessary for the preparation of the consolidated financial statements. In relation to this, no important matters arose.
    1. It is also declared that:
  • 3.1 the Consolidated Financial Statements:
    • a) were prepared in accordance with international accounting standards, recognised in the European Union pursuant to EU regulation No. 1606/2002 of the European Parliament and Council, of July 19th 2002;
    • b) correspond to the underlying accounting documents and records;
    • c) provide a true and correct representation of the economic, balance sheet and financial situation of the issuer and of the companies included in the consolidation.
  • 3.2 The Directors' Report, prepared using a standard format for both the individual and consolidated financial statements, includes a reliable analysis on the performance and operating result as well as the situation of the issuer and of the companies included in the consolidation, together with a description of the principal risks and uncertainties to which they are exposed.

Rome, March 12th 2025

Mrs. Azzurra Caltagirone Mr. Luigi Vasta

The Chairman The Executive Responsible

Declaration of the Financial Statements as per Art. 81 - ter of Consob Regulation No. 11971 of May 14th 1999 and subsequent modifications and integrations

    1. The undersigned Azzurra Caltagirone, as Chairman of the Board of Directors, and Luigi Vasta, executive responsible for the preparation of the corporate accounting documents of Caltagirone Editore S.p.A., affirm, and also in consideration of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24th 1998:
    2. the accuracy of the information on company operations and
    3. the effective application, of the administrative and accounting procedures for the compilation of the financial statements for 2024.
    1. The activity was undertaken evaluating the organisational structure and the execution, control and monitoring processes of the business activities necessary for the preparation of the financial statements. In relation to this, no important matters arose.
    1. It is also declared that:
  • 3.1 the financial statements:
    • a) were prepared in accordance with international accounting standards, recognised in the European Union pursuant to EU regulation No. 1606/2002 of the European Parliament and Council, of July 19th 2002;
    • b) correspond to the underlying accounting documents and records;
    • c) provide a true and correct representation of the balance sheet, financial situation and result for the year of the issuer.
  • 3.2 The Directors' Report, prepared using a standard format for both the individual and consolidated financial statements, includes a reliable analysis on the performance and operating result as well as the situation of the issuer, together with a description of the principal risks and uncertainties to which they are exposed.

Rome, March 12th 2025

Mrs. Azzurra Caltagirone Mr. Luigi Vasta

The Chairman The Executive Responsible

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