Press Release

Shareholders' Meeting of RCS MediaGroup

Today, the Shareholders Meeting:

  • approved the financial statements at 31.12.2022 and the distribution of a dividend of € 0.06 per share.
  • approved the remuneration policy for 2022 contained in Section One of the Remuneration Report and expressed a favourable opinion on Section Two of the Remuneration Report
  • approved the authorization to purchase and dispose of treasury shares

Milan, 8 May 2023 - The Shareholders' Meeting of RCS MediaGroup, chaired by Urbano Cairo, met today in ordinary session and adopted the following resolutions:

Approval of the financial statements at 31 December 2022

The Shareholders' Meeting approved the financial statements at 31 December 2022, and the distribution of a dividend of € 0.06 per share, inclusive of tax, with detachment of coupon no. 5 on 22 May 2023 and payable on 24 May 2023 (record date 23 May 2023).

Remuneration Policy

The Shareholders' Meeting, pursuant to Article 123-ter, paragraph 3-ter of Legislative Decree no. 58/1998 ("TUF"), approved the Remuneration Policy for 2023 contained in Section One of the Remuneration Report prepared in accordance with Article 123-ter of the TUF and the related implementing provisions issued by CONSOB. The Shareholders' Meeting, pursuant to Article 123-ter, paragraph 6 of the TUF, also expressed a favourable opinion on Section Two of the Remuneration Report.

Authorization to purchase and dispose of treasury shares

The Shareholders' Meeting approved the proposal to authorize the purchase and disposal of treasury shares pursuant to articles 2357 et seq. of the Italian Civil Code. The purchase and disposal of treasury shares may be carried out in order to provide liquidity to the market, for a set period of time, fostering the regular conduct of trading, as well as for the other purposes indicated in the explanatory report in point 3 on the agenda of the Shareholders' Meeting, published on the Company's website. The Board of Directors was authorized to purchase treasury shares up to the maximum number permitted by law, for a period of 18 months from the date of today's authorization, by using (i) retained earnings distributable by the Company, as resulting from the latest approved financial statements, net of the allocation to the legal reserve, and (ii) the available reserves. Purchase transactions may be carried out in accordance with the provisions of national and European law and regulations in force from time to time and in accordance with the procedures set out in Article 144-bis, paragraph 1, letter b), of the Issuer Regulation, without prejudice to the application of the exemption set out in paragraph 3 of Article 132 of the TUF and, in any case, in any other manner permitted by the provisions of law and regulations on the matter from time to time in force. Purchases shall be made at a price no greater than 20% lower or higher than the average official price recorded by the RCS share over the 15 trading days prior to each individual purchase transaction. The Board of Directors has also been authorized to dispose, on one or more occasions, without time limits, of the treasury shares purchased and those already held in the portfolio. The disposal of treasury shares may be carried out (i) through sale to be made on the market, also for trading activities, or outside the market; (ii) through transfer to directors, employees and/or associates of the Company and/or its subsidiaries in implementation of incentive plans; (iii) in the context of transactions in relation to which it may be appropriate to exchange or dispose of share packages, including by way of swap or

contribution; (iv) in the context of capital transactions or other transactions of a financial nature involving the use, assignment, disposal or cancellation of treasury shares, such as, by way of example, mergers, demergers, issue of convertible bonds or warrants served by treasury shares, assignment as collateral or set up of restrictions for financial transactions, or in the event of a distribution of dividends. Disposal transactions shall be carried out at a price no greater than 20% lower than the average official price recorded by the RCS share over the 15 trading days prior to each individual disposal transaction, it being understood that such price limit shall not apply in the cases referred to in sub-paragraphs (ii), (iii) and (iv) above. As part of the previous authorization to purchase treasury shares, approved by the Shareholders' Meeting of 3 May 2022, no treasury shares were purchased or sold. To date, the Company holds no. 4,479,237 treasury shares, or 0.86% of the share capital; the subsidiaries do not hold any shares in the Company.

***

The minutes of the Shareholders' Meeting will be made publicly available within thirty days from today's date at the Company's registered office, at Borsa Italiana S.p.A. and on the Company's website www.rcsmediagroup.it (Governance/Shareholders' Meetings section). Within five days of today's date, a summary statement of the votes cast at the Shareholders' Meeting will be made available on the website, in the above section, in accordance with current legal provisions.

Following the approval by the Shareholders' Meeting of the 2022 financial statements, it is hereby announced that the 2022 Annual Report of the Company, including the financial statements, the consolidated financial statements, the Directors' Report on Operations and the certification referred to in Article 154-bis, paragraph 5 of the TUF, together with the report of the Board of Statutory Auditors and the report of the Independent Auditors and accompanied by the documentation required by current regulations, is filed at the registered office (for delivery to anyone who so requests), at Borsa Italiana S.p.A., made available through the authorized storage mechanism "eMarket STORAGE" (www.emarketstorage.com) and can also be consulted on the Company's website www.rcsmediagroup.it.

***

RCS MediaGroup is one of the leading multimedia publishing groups, operating primarily in Italy and Spain across all publishing areas, from newspapers to magazines and books, from TV to new media and training, as well as being one of the top players on the advertising sales market, organizing iconic events and renowned sporting formats such as the Giro d'Italia. The RCS Group publishes the daily newspapers Corriere della Sera, La Gazzetta dello Sport, El Mundo, Marca and Expansion, as well as numerous magazines, the most popular including Oggi, Amica, Io Donna, 7 and Telva.

For further information:

RCS MediaGroup - Investor Relations

Tiziana Magnavacca - +39 02 2584 7877 - tiziana.magnavacca@rcs.it

ENGLISH TRANSLATION FOR CONVENIENCE ONLY - ONLY THE ITALIAN VERSION IS AUTHENTIC

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RCS Mediagroup S.p.A. published this content on 08 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 May 2023 16:13:07 UTC.