Annual Report D ECEMBER 31, 2004 This is an English traslation of the italian annual report, which is the sole authoritative version 4 Annual general meeting The ordinary shareholders are called in ordinary and extraordinary general meeting at 11.00 on April 29, 2005 in first call, at Assolombarda, Via Pantano 9, Milan, and if necessary, at 11.00 on May 4, 2005 in second call, at Meliorbanca S.p.A., Via Borromei 5, Milan, to vote on the follow- ing: AGENDA Ordinary Part 1. Financial statements at December 31, 2004; Directors' report on operations; Report by the Board of Statutory Auditors. Allocation of net income for the year. Bonus grant of treasury shares to shareholders. Related resolutions. 2. Appointment of directors, after possible redetermination of size of Board of Directors. 3. Proposed authorization for buyback and disposal of treasury shares; consequent revocation, of the part not used, of the shareholders' resolution dated April 29, 2004 relating to the buyback of treasury shares. Extraordinary Part 1. Grant of authority to the Board of Directors, pursuant to article 2443 of the Italian Civil Code, to increase share capital for payment, in one or more allotments, in a divisible manner for a period of up to five years and for a maximum amount of ¤25,740,704 at par, by issuing up to 25,740,704 ordinary shares to be offered in subscription, pursuant to article 2441.8 of Decree 58/1998 and art. 134.2 of Decree 58/1998, to employees of the company and of its sub- sidiaries; consequent amendment of article 5 of the company's by-laws. Related resolutions. 2. Proposed amendment of article 8 of the company's by-laws. Related resolutions. Ordinary shareholders are entitled to take part in the Annual General Meeting provided they are in possession of the prescribed certificate, and provided the communication issued by their re- spective intermediaries in relation to their shareholdings has reached the company's registered office at least two days before the date set for the meeting. The documentation relating to the matters on the agenda and required by prevailing law will be filed within the prescribed deadlines at the company's registered office and at Borsa Italiana, for viewing by the shareholders and the general public. Shareholders are entitled to obtain a copy of all this documentation. on behalf of the Board of Directors Chairman Guido Roberto Vitale 5 Corporate Officers Cesare Romiti Honorary Chairman Board of Directors Guido Roberto Vitale (*) Chairman Vittorio Colao (*) (°) Chief Executive Officer Raffaele Agrusti Director Roberto Bertazzoni Director Carlo Buora (*) Director Diego Della Valle Director Cesare Geronzi Director Franzo Grande Stevens (*) Director Natalino Irti Director Jonella Ligresti Director Giuseppe Lucchini Director Giangiacomo Nardozzi Tonielli Director Renato Pagliaro (*) Director Corrado Passera Director Alessandro Pedersoli Director Carlo Pesenti (*) Director Umberto Quadrino (*) Director Paolo Savona (*) Director (*) Member of the Executive Committee - (°) Also holds the office of Chief Operating Officer Powers delegated by the Board of Directors The Board of Directors has set up the Executive Committee to which it has delegated powers of ordinary and extraordinary administration except for those relating to defining the group's strategies, the purchase and sale of majority equity investments, plus those reserved in law for the Board itself. The Board has also granted its Chairman all the powers of ordinary and extraordinary adminis- tration, except those reserved in law for the Board. It was granted the Chief Executive Officer and Chief Operating Officer wide powers for the conduct of the company's management with limits on the size of financial commitments and/or risks that may be taken on for certain types of trans- action. For additional information, reference should be made to the section of this report on “Corporate governance”. Board of Statutory Auditors Gianrenzo Cova Chairman Flavio Arcidiacono Acting auditor Clemente Rebecchini Acting auditor Maurizio Bozzato Alternate auditor Cesare Gerla Alternate auditor Agostino Giorgi Alternate auditor 6 The Annual General Meeting held on April 15, 2003 confirmed the Board of Statutory Auditors in office for the three-year term 2003/2005. Independent auditors RECONTA ERNST & YOUNG S.p.A. The Annual General Meeting held on April 15, 2003 confirmed the appointment of Reconta Ernst & Young for the three-year term 2003/2005. 7 Contents Group structure of RCS MediaGroup page 12 Information for shareholders 13 Financial highlights 15 Directors' report on group operations by RCS MediaGroup 16 Report on operations by: RCS MediaGroup S.p.A. 24 Newspapers 30 Magazines 36 Radio broadcasting and press services 40 Advertising 44 Books 48 Other subsidiaries 52 Significant events during the year 54 Significant subsequent events 55 Business outlook 56 Transactions with related parties and other group companies 57 Equity investments held by directors and statutory auditors 58 Treasury shares 59 Application of new international accounting standards 59 Corporate governance 63 Proposed resolutions 75 Consolidated financial statements and explanatory notes 79 Balance sheet 80 Income statement 84 Statement of cash flows 82 Explanatory notes 86 Parent company financial statements and explanatory notes: 125 Balance sheet 126 Income statement 129 Statement of cash flows 130 Explanatory notes 131 Tables attached to RCS MediaGroup's consolidated financial statements: 167 List of equity investments – scope of consolidation 168 Exchange rates for converting financial statements in foreign currency 172 Pro-forma financial statements at December 31, 2003 175 Tables attached to RCS MediaGroup SpA's financial statements: 183 Portfolio of equity investments at December 31, 2004 and their movements 184 List of “other equity investments” and “other securities” not recorded as fixed assets and their movements 189 Income statement (reclassified format for industrial holding companies pursuant to Decree 127/91) 190 Independent auditors' report on the consolidated financial statements 193 Independent auditors' report on the statutory financial statements 197 Report by the Board of Statutory Auditors 201 9 Group structure of RCS MediaGroup 12 Information for shareholders Shares No. ordinary shares 732,669,457 No. savings shares 29,349,593 2004 2003 Capitalization (in ¤/millions) (at December 31) 3,215.4 2066.3 Change in prices and volumes (ordinary shares) 2004 2003 Max price (¤) 4.25 3.20 Dec-30 Dec-1 Min price (¤) 2.61 1.67 mar-22 Feb-10 December average price (¤) 4.07 2.87 Average volumes (million) 1.96 1.33 Max volumes (million) 9.51 8.98 Jun-24 Dec-1 Min volumes (million) 0.23 0.18 Aug-16 Feb-21 Shareholder composition Free float 31,838% Shareholder syndicate Major 57,476% shareholders* 7,031% Treasury shares 3,655% *Interests of more than 2% 13 Stock performance After a shaky start, conditioned by international events - terrorist attack in Spain in March and continued tension in Iraq and the Middle East - and the macroeconomic situation - increasingly weak dollar, steadily rising raw material prices -, world stock markets ended the year on a posi- tive note, confirming the upward trend seen in 2003. Italy's Mibtel equities index was one of the best performing in Europe, closing almost 20% higher than the year before; the S&PMib index added 15% over the year. In this context, the RCS MediaGroup stock rose by over 50%, compared with around +10% for Italian and European media stocks as a whole (DJ Stoxx Media index). RCS MediaGroup performance versus principal indexes (rebasing January 2, 2004) RCS saving Source: Bloomberg Min. price (March 22): e2.61 Max. price (December 30): e4.25 December average price: e4.07 Trading in RCS MediaGroup stock Source: Bloomberg Min. volume (August 16): 0.23 million Max. volume (June 24): 9.51 million Average volume: 1.96 million 14 Financial highlights Financial highlights of the group and RCS MediaGroup S.p.A. (in ¤/million) RCS MEDIAGROUP - GROUP 2004 2003 2003 Income statement pro-forma (1) Net revenues 2,150.5 1,945.0 2,168.8 Publishing revenues 1,370.5 1,199.5 1,289.6 Advertising revenues 688.5 666.7 805.0 Sundry publishing revenues 91.5 78.8 74.2 EBITDA 211.1 143.8 157.3 Amortization, depreciation and fixed asset writedowns (75.8) (66.4) (71.2) EBIT 135.3 77.4 86.1 Net financial income (charges) (4.9) (8.7) (8.5) Income (charges) from equity investments and adjustments to value of financial assets 9.3 52.9 52.1 Net extraordinary income (charges) (34.7) (47.7) (53.0) Earnings before tax and minority interests 105.0 73.9) 76.7 Net income for the year 77.4 46.7) 46.1 Balance sheet 12-31-2004 12-31-2004 12-31-2003 pro-forma (1) Net capital employed (2) 1,239.3 1,277.2 1,248.1 Net debt 167.8 220.8 191.7 Shareholders' equity 1,071.5 1,056.4 1,056.4 Shareholders' equity pertaining to RCS MediaGroup 1,029.3 1,006.9 1,006.9 Employees (average number) 4.902 5.059 5.580 RCS MEDIAGROUP S.P.A. Income statement 2004 2003 Dividends (3) 58.0 61.5 Net financial income (charges) 3.2 10.4 Adjustments to value of financial assets (14.3) 30.8 Net extraordinary income (charges) (6.4) (27.4) Net income for the year 58.2 51.5 Balance sheet 12-31-2004 12-31-2003 Shareholders' equity 1,128.8 1,125.7 Net cash (115.2) (145.4) RCS MEDIAGROUP S.P.A. (in e) 2004 Stock price (December average) – Ordinary shares 4.07 – Savings shares 3.19 Dividend per share – Ordinary shares – Savings shares RCS MEDIAGROUP S.P.A. (*) (in e) 2004 Earnings per share 0.10 (1) Pro-forma figures for 2003 have also been provided for comparison with 2004.