RCS MediaGroup S p A : Notice of calling of the Ordinary Shareholders' Meeting of May 8, 2023

Registered Office - Via Angelo Rizzoli 8, Milan

Share capital € 270,000,000.00 fully paid in

Milan Company Register and Tax Code 12086540155

Subject to the direction and coordination of Cairo Communication S.p.A.

NOTICE OF CALL OF THE

ORDINARY SHAREHOLDERS' MEETING

Those entitled to vote at the Shareholders' Meeting of RCS MediaGroup S.p.A. (the "Company" or "RCS MediaGroup") are called to the Ordinary Shareholders' Meeting, exclusively by means of telecommunications as specified below - which shall be deemed to be held in Milan, via Angelo Rizzoli 8, in single call, on 8 May 2023, at 10.30, to resolve on the following

Agenda

• 1. Financial statements at 31.12.2022; Directors' Report on Operations; Independent Auditors' Report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2022:

  • a) Approval of the financial statements. Related and consequent resolutions;

  • b) Allocation of profit for the year. Related and consequent resolutions.

• 2. Report on the Remuneration Policy and compensation paid pursuant to Article 123-ter of Legislative Decree 58/1998:

  • a) approval of "Section One" of the report, pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree no. 58/1998;

  • b) advisory vote on "Section Two" of the Report, pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58/1998.

• 3. Authorization to purchase and dispose of treasury shares pursuant to Article 2357 et seq. of the Italian Civil Code. Related and consequent resolutions

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PARTICIPATION IN THE SHAREHOLDERS' MEETING THROUGH THE APPOINTED REPRESENTATIVE

Pursuant to Article 106, paragraph 4, of Law Decree no. 18 of 17 March 2020, containing "Measures to strengthen the national health service and economic aid to households, workers and businesses related to the COVID-19 health emergency" (the "COVID-19 Law Decree"), converted with amendments by Law no. 27 of 24 April 2020, the application of which was extended, most recently, until 31 July 2023, pursuant to Article 3, paragraph 10 undecies, Law Decree no. 198/2022, converted with amendments by Law no. 14 of 24 February 2023 (so-called

"Milleproroghe" Law Decree), participation in the Shareholders' Meeting of those entitled to vote shall take place exclusively by granting a proxy (or sub-proxy) to the Appointed Representative of the Company pursuant to Article 135-undecies of Legislative Decree no. 58/1998 ("TUF"). For this purpose, the Company has named Monte Titoli S.p.A. as the Appointed Representative (the "Appointed Representative"), which shall be granted a proxy in the manner and under the conditions indicated below in the "APPOINTED REPRESENTATIVE" Section.

The Appointed Representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of the TUF, as an exception to Article 135-undecies, paragraph 4, of the TUF.

PARTICIPATION IN THE SHAREHOLDERS' MEETING OF OTHER ELIGIBLE PARTIES

The Directors, Statutory Auditors, the Appointed Representative, as well as other persons entitled under law other than those who are entitled to vote, may participate in the Shareholders' Meeting by means of telecommunication that ensure their identification. The instructions for participation in the Shareholders' Meeting by means of telecommunication shall be made known by the Company to the Directors and Statutory Auditors, as well as to the other persons entitled to attend, other than those who have the right to vote.

ENTITLEMENT TO PARTICIPATE IN THE SHAREHOLDERS' MEETING AND EXERCISE THE RIGHT TO VOTE

Pursuant to law and the Bylaws, entitlement to participate in the Shareholders' Meeting and to exercise the right to vote - which may only be exercised through the Appointed Representative - is certified by a communication sent to the Company, pursuant to Article 83-sexies of the TUF, by an intermediary that holds the accounts in which RCS MediaGroup shares are recorded, in accordance 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 set for the Shareholders' Meeting (i.e. Wednesday 26 April 2023, the so-called "record date"); registrations of credits and debits on accounts carried out after said date are not relevant for the purposes of entitlement to exercise the right to vote at the Shareholders' Meeting. Therefore, those who are confirmed to be holding Company shares only after such date, shall not be deemed entitled to attend and to exercise voting rights in the Shareholders' Meeting and shall not be able to issue a proxy to the Appointed Representative. The notice is sent to the Company by the intermediary at the request of the subject with the right to vote. Holders of voting rights are therefore requested to give instructions to the authorized intermediary who holds the relevant accounts, so that the above communication is made to the Company. Any requests for notice from the authorized intermediary shall not fall under the responsibility of the Company.

Notice from the intermediary shall be received by the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting, therefore by Wednesday 3 May 2023. However, shareholders are still entitled to participate and to vote, within the abovementioned time limits and in compliance with the time limits for granting proxies to the Appointed Representative, if notices are received by the Company after the abovementioned deadline, provided they are received before the start of the shareholders' meeting.

ADDITIONS TO THE AGENDA AND SUBMISSION OF NEW PROPOSED RESOLUTIONS

Pursuant to Article 126-bis of the TUF, Shareholders who, also jointly, represent at least one fortieth (i.e. 2.5%) of the share capital may request, within ten days from publication of this notice (i.e., by Saturday 8 April 2023), the inclusion of additional items in the agenda of theShareholders' Meeting, specifying the proposed items in the request, or submit proposed resolutions on the items already included in the agenda of the Shareholders' Meeting, indicating the further proposed resolutions in the request.

Pursuant to Article 126-bis, paragraph 3, of the TUF, the additions on the agenda may not concern matters which the Shareholders resolve upon, in accordance with the applicable provisions, on the proposal of the Board of Directors or on the basis of a project or report prepared by them different from those set out in Article 125-ter, paragraph 1, of the TUF.

The request, along with the notice (or notices) issued in accordance with the provisions in force by the intermediaries that hold the accounts in which the requesting shareholders' shares are recorded, certifying ownership of the abovementioned investment (to prove entitlement), shall be sent in writing within the aforementioned term, by delivery or by registered mail to the Company's registered office (Via Angelo Rizzoli 8, 20132 Milan) to the attention of the Corporate Affairs Department, or sent by e-mail or certified e-mail torcsmediagroupspa@rcs.legalmail.it, together with information that allows the identification of the submitting shareholders (for this purpose, it is also recommended that a telephone number be provided). Also by the same time limit and using the same procedures, any proposing Shareholders shall send a report containing the reasons for the proposed resolution on the new items proposed for discussion and to be added to the agenda, or the reason for the additional proposed resolution concerning items already on the agenda.

The Company shall disclose any additions to the Shareholders' Meeting agenda or the submission of additional proposed resolutions on topics already included in the agenda in the same manner as publication of this call notice, at least fifteen days before the date set for the Shareholders' Meeting (i.e. by Sunday 23 April 2023).

When the notice regarding additions to the agenda or the submission of proposed resolutions on items already on the agenda is published, such proposals, as well as the relating report prepared by the submitting shareholders and the report of the shareholders requesting additions to the agenda, possibly accompanied by remarks from the Board of Directors, shall be provided to the public in accordance with the procedures set out under Article 125-ter, paragraph 1 of the TUF.

APPOINTED REPRESENTATIVE

Pursuant to Article 106, paragraph 4 of Law Decree COVID-19, participation in the Shareholders' Meeting of those entitled to vote shall take place exclusively through the Appointed Representative, pursuant to Article 135-undecies of the TUF, which shall be granted a proxy, with no charge incurred by the delegating party (with the exception of any postage costs), with voting instructions, on all or some of the proposals on the Agenda of the Shareholders' Meeting, through the specific form available, together with the accompanying instructions for its preparation and notification on the Company's websitewww.rcsmediagroup.it (Governance/Shareholders' Meetings/2023 section).

The proxy, with the voting instructions, shall be received by the end of the second trading day prior to the date set for the Shareholders' Meeting (i.e. by Thursday 4 may 2023), along with a copy of the delegating Shareholder's valid identification document or, if the delegating Shareholder is a legal entity, that of the pro-tempore legal representative or other authorized person, along with adequate documentation certifying their qualification and powers to the Appointed Representative by the following alternative methods (i) transmission of an electronically reproduced copy (PDF) to the certified e-mail address rd@pec.euronext.com (subject "Proxy for RCS 2023 Shareholders' Meeting") from the user's certified e-mail address (or, otherwise, from the user's ordinary e-mail address; in this case, the proxy with the voting instructions shall be signed with a qualified or digital electronic signature); (ii) transmission of the original, by courier or registered letter with returnreceipt, to Monte Titoli S.p.A., Piazza Affari n. 6, 20123 Milano (Ref. "Proxy for RCS 2023 Shareholders' Meeting"), sending in advance an electronically reproduced copy (PDF) by ordinary e-mail to the following addressrd@pec.euronext.com (subject: "Proxy for RCS 2023 Shareholders' Meeting").

The proxy and voting instructions may be revoked within the same time limit as above (i.e. by Thursday 4 May 2023).

The proxy shall only be effective for those proposals for which voting instructions have been given.

The shares of the Company for which the proxy has been granted, including partial, are counted for the purposes of the quorum required for the Shareholders' Meeting. With regard to proposals for which no voting instructions have been given, the shares are not counted in calculating the majority and the percentage of capital required for the approval of resolutions.

Failing a notice from the authorized intermediary certifying the entitlement to attend the Shareholders' Meeting, the proxy shall be considered null and void.

The Appointed Representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of the TUF, as an exception to Article 135-undecies, paragraph 4, of the TUF.

Those who do not intend to avail themselves of the provisions of Article 135-undecies, of the TUF, may, alternatively, grant the same Appointed Representative a proxy or sub-proxy pursuant to Article 135-novies, of the TUF, which shall necessarily contain voting instructions on all or some of the proposals on the agenda, by using the appropriate proxy/sub-proxy form, available on the Company's websitewww.rcsmediagroup.it (Governance/Shareholders' Meetings/2023 section), with no costs for the delegating party (except for postage costs if any). For the granting of proxies/sub-proxies, the procedures indicated in the proxy form shall apply. The proxy shall be received by 6:00 pm on the day before the Shareholders' Meeting (and in any case by the beginning of the meeting). The proxy and voting instructions may always be revoked within the above time limit.

Failing a notice from the authorized intermediary certifying the entitlement to attend the Shareholders' Meeting, the proxy shall be considered null and void.

For any clarification concerning the granting of the proxy to the Appointed Representative (and, in particular, on completion of the proxy forms and the voting instructions, as well as their notification), contact Monte Titoli S.p.A. by e-mail atRegisterServices@euronext.com or at the following phone number +39 02.33635810 (on business days from 9 am to 5 pm).

No procedures are provided for voting by correspondence or electronic means.

RIGHT TO SUBMIT QUESTIONS ON THE ITEMS ON THE AGENDA

Pursuant to Article 127-ter of the TUF, those entitled to vote may also submit questions on the items on the agenda before the Shareholders' Meeting. Questions that are not related to the items on the agenda of the Shareholders' Meeting shall not be taken into consideration by the Company.

Pursuant to Article 127-ter, paragraph 1-bis of the TUF, applications shall be received by the Company, in the manner indicated below, by the end of the seventh trading day prior to the date set for the Shareholders' Meeting (i.e., by Wednesday 26 April 2023, record date).

Applications, together with the certification issued in accordance with the provisions in force by the intermediaries that hold the accounts on which the shares of the entitled party attesting the ownership of the investment are registered, may be sent, together with information allowing identification of the entitled party, by registered mail to the registered office of the Company (via Angelo Rizzoli 8, 20132 Milan), or by sending communication by e-mail or certified e-mail to the following addressrcsmediagroupspa@rcs.legalmail.it.

Answers to questions received within the above time limit are provided at least two days ahead of the Shareholders' Meeting, by publication on the websitewww.rcsmediagroup.it (Governance/Shareholders' Meetings/2023 section). The Company may provide one overall answer to questions with the same content.

Ownership of the voting right may be certified also after submission of the applications, provided it is sent no later than the third day after the record date (i.e. by Saturday 29 April 2023).

OTHER RIGHTS OF SHAREHOLDERS

With regard to the fact that attendance at the Shareholders' Meeting takes place exclusively through the Appointed Representative, the persons entitled who intend to submit proposals for resolutions and vote on the items on the agenda shall submit them by Sunday 23 April 2023 by e-mail or certified e-mail to the following addressrcsmediagroupspa@rcs.legalmail.it. These proposals shall be promptly published on the websitewww.rcsmediagroup.it, Governance/Shareholders' Meetings/2023 section, in order to allow those entitled to vote to decide in an informed fashion, also taking account of such new proposals, and to allow the Appointed Representative to collect voting instructions, if necessary, also on such proposals.

The applicant shall provide appropriate documentation proving the entitlement to participate in the Shareholders' Meeting and granting of the proxy to the Appointed Representative for participation in the Meeting. Proposals are recommended to be clearly and completely worded, hopefully accompanied by a report stating the rationale.

SHARE CAPITAL AND SHARES WITH VOTING RIGHTS

The share capital is equal to € 270,000,000.00, represented by 521,864,957 ordinary shares with no indication of the par value. Each ordinary share carries the right to one vote (except for the treasury shares held by the Company, which currently amount to no. 4,479,237, whose voting right is suspended by law).

It should be noted that the Shareholders' Meeting of 29 April 2021 introduced into the Bylaws the increased voting right system as per Article 127-quinquies of the TUF. However, as the twenty-four month period has not elapsed yet since the introduction of the above system, to date no share has accrued the requirements provided for by the Bylaws for the assignment to its holders of the increased voting right.

DOCUMENTATION AND INFORMATION

The documentation on the items on the agenda, required under the applicable legal and regulatory provisions, is publicly available at the Company's registered office and is published on the Company's websitewww.rcsmediagroup.it (Governance/Shareholders' Meetings/2023 section) and on the authorized storage system "eMarket STORAGE" (www.emarketstorage.com)and in any case in accordance with the procedures and time limits prescribed by regulations in force.