MFE Mediaforeurope N : 24.04.2024 - ANNUAL REPORT 2023

ANNUAL REPORT 2023

This copy of the annual report of MFE-MediaForEurope N.V. for the year 2023 is not in the ESEF format as specified by the European Commission in Regulatory Technical Standard on ESEF (Regulation (EU) 2019/815). The ESEF reporting package is available at www.mfemediaforeurope.com/en/annual-report-2023-esef/

MFE-MEDIAFOREUROPE N.V.

Registered Office: Amsterdam, Netherlands

Headquarters and Tax Residence: Viale Europa 46, 20093 Cologno Monzese, Milan, Italy

Share Capital: EUR 161,649,463.14

Registered with the Dutch Chamber of Commerce (CCI number): 83956859

Italian Tax Code and VAT Number: IT 09032310154.,l

Website: https://www.mfemediaforeurope.com/

TABLE OF CONTENTS
MFE-MEDIAFOREUROPE GROUP - Annual Report 2023
Corporate Boards	1
Financial Highlights	2
Introduction	3
DIRECTORS' REPORT ON OPERATIONS	5
Group Strategy and Business Model	8
Key Corporate Transactions, equity investments and other significant events for the year	10
Main Group Companies	16
Group Profile and Performance Review by Business Segment	17
Condensed financial statements and sector information	30
Definition and reconciliation of alternative performance measures (APMs or non-GAAP measures)	36
Business Outlook	39
Disclosure of the Main Risks and Uncertainties to which the Group is Exposed	40
Consolidated Non-Financial Disclosure	56
Additional information	137
Corporate governance report	140
Remuneration Policy	183
Remuneration report	204
Consolidated Financial Statements and Explanatory Notes	211
Consolidated Statement of Income	212
Consolidated Statement of Comprehensive Income	213
Consolidated Statement of Financial Position	214
Consolidated Statement of Cash Flows	216
Consolidated Statement of Changes in Shareholders' Equity	217
Explanatory notes	218
MFE-MEDIAFOREUROPE N.V. Financial Statements and Explanatory Notes	329
Other Information	449
Independent Auditors' Report	453

ANNUAL REPORT 2023

Directors' Report on Operations

CORPORATE BOARDS

Board of Directors	Chairman
	Fedele Confalonieri
	Chief Executive Officer
	Pier Silvio Berlusconi
	Directors
	Marina Berlusconi
	Stefania Bariatti
	Marina Brogi
	Raffaele Cappiello
	Costanza Esclapon de Villeneuve
	Giulio Gallazzi
	Marco Giordani
	Gina Nieri
	Danilo Pellegrino
	Alessandra Piccinino
	Niccolò Querci
	Stefano Sala
	Carlo Secchi
Executive Committee	Pier Silvio Berlusconi
	Marco Giordani
	Gina Nieri
	Niccolò Querci
	Stefano Sala
Audit Committee	Alessandra Piccinino (Chair)
	Raffaele Cappiello
	Carlo Secchi
Nomination and Remuneration Committee	Stefania Bariatti (Chair)
	Marina Brogi
	Carlo Secchi
Environmental Social and	Marina Brogi (Chair)
Governance Committee	Stefania Bariatti
	Giulio Gallazzi
Related Parties Transactions Committee	Costanza Esclapon de Villeneuve (Chair)
	Marina Brogi
	Alessandra Piccinino
Independent Auditors	Deloitte Accountants B.V.

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FINANCIAL HIGHLIGHTS

Main income statement data	2019	2020	2021	2022
(EUR M)
Consolidated Net Revenues		2,925.7		2,636.8		2,914.3		2,801.2
Italy		1,982.1		1,800.5		2,038.4		1,937.7
Spain		946.2		836.6		876.3		865.3
Operating Result (EBIT) (1)		354.6		269.7		418.0		280.1
Italy		91.3		38.5		192.1		88.5
Spain		264.9		230.5		225.3		192.4
Profit Before Tax (EBT)		381.7		285.9		555.4		337.2
Group Net Result (2)		190.3		139.3		374.1		216.9

Main balance sheet and	2019	2020	2021	2022
financial data	(EUR M)
Net Invested Capital			4,238.7		4,230.1		4,099.5		3,766.8
Total Net Shareholders' Equity			2,890.4		3,165.6		3,230.3		2,893.6
Group Shareholders' Equity			2,477.9		2,668.3		2,661.8		2,667.9
Minority interests			412.5		497.3		568.5		225.7
Net Financial Position Debt/(Liquidity)			-1,348.3		-1,064.4		-869.2		-873.3
Free Cash Flow			265.9		311.8		507.3		366.2
Investments			600.1		450.9		396.0		389.0
Dividends paid by the Parent Company			-		-		340.6		133.0
Dividends paid by Subsidiaries			46.6		-	-		0.9

Personnel (3)	2019	2020	2021	2022
Workforce (headcount)		4,984		4,906		4,889		4,858
Workforce (average)		5,114		4,898		4,865		4,837
Main indicators	2019	2020	2021	2022
Operating Result (EBIT)/Net Revenues	12.1%	10.2%	14.3%	10.0%
Italy	4.6%	2.1%	9.4%	4.6%
Spain		28.0%		27.6%		25.7%		22.2%
EBT/Net Revenues		13.0%		10.8%		19.1%		12.0%
Net Result / Net Revenues		6.5%		5.3%		12.8%		7.7%
ROI (4)		9.1%		6.4%		10.0%		14.9%
ROE (5)		7.7%		5.2%		14.1%		8.1%
Number of Shares (6)		1,137,944,400		1,139,192,789		2,281,657,298		2,580,171,593
Consolidated Net Profit per Share (EUR)		0.17		0.12		0.16		0.10
Dividend per Share (EUR) (7)		-		-		0.05		0.05

2023

2,810.4

1,978.3

833.0

302.3

147.2

154.8

279.7

209.2

2023

3,776.8

2,874.0

2,869.1

4.9

-902.8

279.6

466.4

140.1

2.0

2023

4,971

4,856

2023

10.8%

7.4%

18.6%

10.0%

7.4%

8.0%

7.3%

560,224,002

0.37

0.25

1. Alternative performance indicators (non-GAAP measures): figures refer to average economic results as well as balance sheet and financial data, for which the recognition criteria are described in the

Directors' Report on Operations

1. Net profit/(loss) from continuing and discontinued operations
2. Include temporary and permanent workforce
3. Group Operating Result (EBIT) / Average Net Capital Invested
4. Group Net Profit/(Loss) / Net Group Shareholders' Equity
5. Spot date at 31/12 net of treasury shares; on 13 December 2021, a second class of ordinary shares (MFE A) was issued and freely allocated in a ratio of 1:1 with - and carrying the same equity rights as - the existing shares (MFE B); starting from 23 October 2023, the MFE A and MFEB shares were split in a ratio of 1 new share for every 5 previously in circulation
6. Dividend per share 2023: Board of Directors proposal to the General Meeting

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INTRODUCTION

Reporting Note

The Consolidated and Company only Financial Statements as at 31 December 2023 have been prepared in accordance with the IAS/IFRS (International Accounting Standards/International Financial Reporting Standards) and related interpretations issued by the SIC/IFRIC (Standards Interpretation Committee/International Financial Reporting Interpretation Committee) endorsed by the European Commission and adopted by the European Union as in force at the reporting date and in accordance with the Dutch Civil Code (Part 9 of Book 2).

Adjustment Plan pursuant to Articles 15 and 18 of the Market Regulations

Pursuant to Articles 15 and 18 of Consob Regulation No. 20249 of 28 December 2017, as amended, setting forth the "conditions for listing shares of companies that control companies incorporated and governed by the laws of non-EU countries", the Parent Company MFE-MEDIAFOREUROPE NV (the "Company" or the "Parent Company" or "MFE" and together with its subsidiaries the "MFE Group" or the "Group") has identified its significant subsidiaries as defined in Article 15(2) of the aforementioned Regulation, and verified that the conditions set forth in paragraphs b) and c) of Article 15 are met.

Forward-looking statements

The Directors' Report on Operations of the MFE-MEDIAFOREUROPE Group contains forward-looking statements that reflect the management's current view of the Group's future development. These forward-looking statements should be evaluated with consideration to risks and uncertainties that are beyond the Group's control and require significant judgment. If the underlying assumptions materialise or prove to be incorrect, the actual risks or opportunities described and the results and developments could differ materially (negatively or positively) from those expressed in these statements. The outlook is based on the estimates that MFE Group has made based on all available information at the time of completing this annual report.

The factors that could cause actual results and developments to differ from those expressed or implied in the forward-looking statements are included in the "Disclosure of Main Risks and Uncertainties" section of these Consolidated Financial Statements. These factors may not be exhaustive and should be read in conjunction with the other precautionary statements included in this annual report. The MFE Group assumes no obligation or liability in connection with any inaccuracies in the forward-looking statements made in this annual report or in connection with any use by third parties of those forward-looking statements. The MFE Group assumes no obligation to update the forward-looking statements contained in this annual report beyond its statutory disclosure requirements.

Information on the data presented

All references in the Annual Report to "euro", "EUR" and "€" refer to the currency introduced at the start of the third phase of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union. For ease of reading, all figures in this Annual Report are expressed in millions of euro to one decimal place. The original figures were recorded and consolidated by the Group in thousands of euro. Similarly, all percentages relating to changes between two periods or percentages of net revenue or other indicators are always calculated

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using the original data in thousands of euro. The use of figures expressed in millions of euro may therefore lead to apparent discrepancies both in the absolute values and in the percentage figures.

The Directors' Report contains a number of Alternative Performance Measures (APMs) not envisaged by IFRS (non- GAAP measures). These measures, which are described in the paragraph of the Report entitled "Definition and Reconciliation of Alternative Performance Measures", are used to analyse the Group's economic and financial performance and, where applicable, abide by the Guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority ("ESMA") in its Disclosure ESMA/2015/1415.

The language of these Annual Report is English. Certain references to legislation and technical terms have been quoted in their original language so that they may be given their correct technical meaning under applicable law. The Italian-language version is a translation of the original English language version and is provided as a courtesy.

European Single Electronic Format (ESEF) Requirements

The Group has applied the requirements set forth in Article 4 of the Transparency Directive on preparing the annual financial reports of companies listed on European stock exchanges in the European Single Electronic Format (ESEF) in xHTML format. In addition, issuers that prepare IFRS consolidated financial statements must label those that use Inline XBRL. In compliance with applicable regulations, the main consolidated financial statements and explanatory notes in this Annual Report must meet ESEF requirements. To comply with the regulations, MFE has implemented dedicated software manage information in ESEF format.

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