Annual Report

ANNUAL REPORT AT DECEMBER 31, 2018 This is English translation of the Italian Annual Report, which is the sole authoritative version. ANNUAL REPORT Registered office in Milan - Via Angelo Rizzoli no. 8 Share capital €270,000,000.00 fully paid in Milan Company Register and Tax Code no. 12086540155 NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS’ MEETING Those entitled to vote in the Ordinary Shareholders’ Meeting of RCS MediaGroup S.p.A. (the “Company” or “RCS MediaGroup”) are called to the Ordinary Shareholders’ Meeting, to be held on 2 May 2019, at 10.30 a.m. in single call, in via Balzan 3, Milan, to resolve on the following Agenda 1. Financial statements at 31 December 2018; Report on Operations; Auditing Firm Report; Report of the Board of Statutory Auditors; Presentation of the Consolidated financial statements at 31 December 2018. Allocation of the profit for the year. Related and ensuing resolutions. 2. Appointment of the Board of Directors and of the Chairman, after determining the number and the remuneration of the members of the Board of Directors, and exoneration of the directors from the non-competition obligations per Article 2390 of the Italian Civil Code. Related and ensuing resolutions. 3. Report on Remuneration pursuant to Art. 123-ter, paragraph 6, of Legislative Decree no. 58 of 24 February 1998; related and ensuing resolutions. * * * Shareholders’ entitlement to participate in the meeting Pursuant to the law and the By-laws, entitlement to participate in the Shareholders’ Meeting and exercise the right to vote is certified by means of a communication sent to the company by the intermediary who has holding accounts in which the ordinary shares of RCS MediaGroup are registered, in compliance with its accounting records, in favour of the subject with the right to vote on the basis of records as at the end of the accounting period on the seventh open market day preceding the date fixed for the Meeting (i.e. Thursday, 18 April 2019, the so-called “Record date”). All crediting and debiting entries made on accounts after this deadline are irrelevant for the purposes of entitlement to exercise the vote in the Shareholders’ Meeting. Therefore, those who become hold- ers of the Company’s ordinary shares after that date will not be entitled to participate and vote at the Shareholders’ Meeting. The aforementioned intermediary communication must be received by the Company by the end of the third open market day preceding the date set for the Shareholders’ Meeting (i.e. by Friday, 26 April 2019). How- ever, shareholders are still entitled to participate and to vote if the communication is received by the Company after such date, provided it is received before the start of the Shareholders’ Meeting. It should be pointed out that the communication is sent to the Company by the intermediary on the request of the person with the right to vote. Addition to the agenda and presentation of new proposals for resolution Pursuant to Art. 126-bis of Legislative Decree no. 58 of 24 February 1998 (“TUF”), Shareholders who, even jointly, represent at least one fortieth of the share capital may request, within ten days of publication of this notice (i.e. by Monday, 1 April 2019), addition of the items to be discussed, indicating in their request the additional items proposed, or present draft resolutions on the matters already in the agenda of the Shareholders’ Meeting, indicating the additional items proposed in their request. Addition is not permitted in relation to matters that, under the applicable provisions of law, are resolved upon proposal of the Board of Directors or on the basis of a project or a report prepared by the latter, other than that referred to in Art. 125-ter, paragraph 1, of the TUF. The application, together with the communication (or communications), issued pursuant to the applicable provisions by the intermediary holding the accounts in which are registered the ordinary shares of the Shareholders requesting confirmation of ownership of said investment (for the purposes of their eligibility), must be sent in writing, within the aforementioned period, delivered by hand, or sent by registered mail with proof of receipt, III – ANNUAL REPORT to the registered office of the Company (Via Angelo Rizzoli 8, 20132 Milan), to the attention of the Corporate Affairs department, or by e-mail to the address [email protected], together with information that makes it possible to identify the submitting Shareholders (in this regard, please provide a telephone number for reference). A report that states the reasons for the draft resolutions on the new matters being proposed as integration of the agenda, or reasons relating to the further proposals for resolution presented on matters already on the agenda, must be submitted by any proposing Shareholders, by the deadline and by the abovementioned method. Any additions to the list of items on the Shareholders’ Meeting agenda or the submission of additional proposals for resolution on matters already on the agenda is published by the Company, using the same method as pre- scribed for the publication of this notice, at least fifteen days before the date of the Meeting (i.e. by Wednesday, 17 April 2019). At the time of the publishing of the addition notice for the agenda or submission of the proposals for resolution on the issues already on the agenda, these latest proposals, as well as the related report prepared by members attending the Shareholders’ Meeting and reports of Shareholders requesting addition to the agenda, accompa- nied by any assessment of the Board of Directors, shall be made available to the public, using the same method as described in Art. 125-ter, paragraph 1, of the TUF. It should be remembered, in accordance with Article 126- bis, Paragraph 1, of the TUF, that each person entitled to vote may individually submit proposals for resolution at the Shareholders’ Meeting (subject to the applicable statutory provisions). Representation at the shareholders’ meeting All persons entitled to attend the Shareholders’ Meeting may be represented by written proxy, in accordance with applicable laws and regulations (in particular, please note that proxy may be granted even by means of an electronic document, signed electronically in accordance with the provisions of Art. 135-novies, paragraph 6, of the TUF). For this purpose, the proxy form may be downloaded from the Company’s website www.rcsmediagroup. it (Corporate Governance/Shareholders’ Meetings/2019 section), as an option, or it may be collected from the Company’s registered office (Via Angelo Rizzoli 8, 20132, Milan) concurrently with the publication date of the present notice. Proxy may be notified to the Company by sending a registered letter to the company’s registered office, to the address already indicated, to the attention of the Corporate Affairs department, with the reference “Proxy voting – Ordinary Shareholders’ Meeting, May 2, 2019”, or by sending a fax to +39 02 25845443 or a communication via certified e-mail to the following address: [email protected]. If the representative delivers or sends a copy of the proxy to the Company in place of the original, it must certify, under his/ her own responsibility, the conformity of the proxy with the original and the identity of the delegating party. Any prior notification does not, therefore, exempt the proxy holder, during accreditation for access to the Sharehold- ers’ Meeting, from the obligation of certifying that the proxy sent is a true copy of the original and the identity of the proxy issuer. Appointed representative The Company designated as the designated representative, in accordance with Article 135-undecies of the TUF, la Società per Amministrazioni Fiduciarie “Spafid S.p.A.” which may be provided, without expenses for the delegating parties, with voting instruction, with a written proxy on all or some of the proposals in the Agenda of the Shareholders’ Meeting. The proxy shall be provided by hand signing or by affixing qualified electronic signature or digital signature, in accordance with the Italian regulations in force, on the specific form available at the Web site of the Company www.rcsmediagroup.it (Governance/Shareholders’ Meeting/2019 section) or at the registered office and it shall be delivered no later than the end of the second open market date preceding the date set for the shareholders’ meeting (i.e. no later than Monday, 29 April 2019) together with the copy of an identity document of the delegating Shareholder having current validity or, if the delegating Shareholder is a legal person, of the legal representative pro tempore or of another person vested with suitable powers, together with suitable documentation to attest his/her qualification and powers to Spafid S.p.A.: i) for proxies with hand signature delivered or shipped via courier or registered mail (Foro Buonaparte 10, 20121 Milan); and ii) for proxies with qualified electronic signature or digital signature, by certified electronic mail to the address [email protected]. The proxy and the voting instructions may be revoked within the same term. The proxy has no effect with regard to proposals for which not voting instructions are given. The shares for which proxy has been given, including partial, are calculated for the purpose of valid constitu- tion of the Shareholders’ Meeting. In relation to the proposals for which voting instructions have not been given, the shares are not considered for the purpose of calculation of the majority and the share of capital required for approval of resolutions. – IV ANNUAL REPORT The communication sent to the Company by the authorised intermediary, certifying entitlement to participate in the Shareholders’ Meeting, is also necessary where proxy is granted to the Representative Appointed by the Company; therefore, without the aforesaid communication, the proxy shall be considered ineffective.

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