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 | |
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
- 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
- Net profit/(loss) from continuing and discontinued operations
- Include temporary and permanent workforce
- Group Operating Result (EBIT) / Average Net Capital Invested
- Group Net Profit/(Loss) / Net Group Shareholders' Equity
- 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
- 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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MFE-MEDIAFOREUROPE NV published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 16:43:21 UTC.