Arnoldo Mondadori Editore S p A : De Agostini Scuola acquisition presentation – 12 July 2021

DeAgostini Scuola Acquisition

Investor Presentation

Milan - July 12, 2021

AGENDA

1. Key Highlights
2. DeAgostini Scuola
3. Mondadori post-deal
4. Closing remarks

Key Highlights - The Strategic Rationale

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A transformational deal for Mondadori that sees the

Group increasingly focused on the Books area

Stronger foothold in the Education segment (K-12 segment), the Group's

most profitable area

Potential value creation through:

the achievement of synergies from integration

the combination of premium positions companies with a portfolio of strongly complementary brands and subjects

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Key Highlights - The transaction

Deal

Structure

Price

Financing

Value

Creation

Timing

Acquisition of 100% of the share capital of De Agostini Scuola S.p.A.

The price will be fully settled in cash at Closing Date

Enterprise Value € 157.5 million

Multiple of 7.4x EBITDA in 2020

The final price will be based on the Enterprise Value net of the average normalized net financial position for the 12 months prior to the Closing Date

The transaction will be financed by the Acquisition line that is part of the recently renegotiated credit lines (Loan Agreement)

Line spread: 70 bps (before any hedging)

Expected run-ratesynergies of approximately € 4/5 million (within 24 months from acquisition)

EPS and FCF accretive deal from first year (starting 2022)

Improved financial structure after acquisition: on a pro-forma 2020 basis, the NFP/Adj. EBITDA ratio (no IFRS16) is expected below 1.5 (1.1x in 2021)

Closing subject to approval by Antitrust authority

Finalization of the transaction estimated by the end of 2021

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AGENDA

1. Key Highlights
2. DeAgostini Scuola
3. Mondadori post-deal
4. Closing remarks