RCS MEDIAGROUP S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the

"Decreto Cura Italia") as converted with modifications by Law 24 th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 as converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10- undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14.

MONTE TITOLI S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960 (hereinafter "Monte Titoli"), acting in the capacity of "Appointed Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of Decreto Cura Italia, taking into account the extension established by D.L. 30th December 2021 no. 228, as converted with modifications by Law 25 th February 2022 n. 15, and the further extension by art. 3, paragraph 10-undecies, Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14, of RCS MEDIAGROUP S.p.A. (hereinafter the "Company"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary General Meeting of RCS MEDIAGROUP to be held in Milano, via Rizzoli n. 8, on 8 May 2023, at 10.30 a.m., single call as set forth in the notice of the shareholders' meeting published on the Company's website at www.rcsmediagroup.itin the "Governance/Shareholders' Meetings/2023" section on 29 March 2023 , and, as an excerpt, in the daily newspaper "Corriere della Sera" on 30 March 2023.

The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting ( i.e., by 11:59 p.m. of 4 May 2023). The proxies and voting instructions may be revoked within the same deadline.

Declaration of the Appointed Representative: Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon. However, taking into account the existing contractual relationships between Monte Titoli and the Company relating, in particular, to technical assistance at the meeting and ancillary services, in order to avoid any subsequent disputes related to the supposed presence of circumstances suitable for determining the existence of a conflict of interest referred to in article 135-decies, paragraph 2, lett. f), of the TUF, Monte Titoli expressly declares that, should circumstances which are unknown at the time of issue of the proxy arise, which cannot be communicated to the delegating party, or in the event of modification or integration of the proposals presented to the Shareholders' Meeting, it does not intend to express a vote differentfrom that indicated in the instructions.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bisLegislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form (§)

I, the undersigned (party signing the proxy)

(Name and Surname) (*)

Born in (*)

On (*)

Tax identification code or other identification if foreign (*)

Resident in (*)

Address (*)

Phone No. (**)

Email (**)

Valid ID document (type) (*)

Issued by (*)

No. (*)

(to be enclosed as a copy)

(§)The Company will process the personal data in accordance with the information attached.

  1. Mandatory. (**) It is recommended to fill. MONTE TITOLI S.p.A.

RCS MEDIAGROUP S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

shareholder with the right to vote

OR IF DIFFERENT FROM THE SHARE HOLDER

  • legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)
  • pledgebearer usufructuary custodian manager other (specify) ………………………………………………………………………………………………

Name Surname / Denomination (*)

(complete only if

Tax identification code or other identification if foreign (*)

the shareholder is

Born in (*)

On (*)

different from the

proxy signatory)

Registered office / Resident in (*)

Related to

No. (*) ___________________ shares ISIN _____________

Registrated in the securities account n. ___________________ at the custodian ___________ ABI ________ CAB _____

referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) No. __________________________ Supplied by the intermediary: _________________________________

(to be filled in with information regarding any further communications relating to deposits)

DELEGATES/SUB DELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.

DECLARES

  • to be aware of the possibility that the proxy to the Designated Representative contains voting instructions even only on some of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which they are you have given voting instructions and that you have requested the communication from the depositary intermediary for participation in the Shareholders' Meeting as indicated above;
  • that there are no causes of incompatibility or suspension of the exercise of the right to vote.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) *

(Signature) *

MONTE TITOLI S.p.A.

2

RCS MEDIAGROUP S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)

__________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different -

name and surname / denomination)

__________________________________________________________________________________________________________

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary General Meeting of RCS MEDIAGROUP to be held in Milano, via Rizzoli n. 8, on 8 May 2023, at 10.30 a.m., on single call

RESOLUTIONS SUBJECT TO VOTING

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:

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

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

MONTE TITOLI S.p.A.

3

RCS MEDIAGROUP S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

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

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

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

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

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

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

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

MONTE TITOLI S.p.A.

4

RCS MEDIAGROUP S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 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

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

(Place and Date) *

(Signature) *

DIRECTORS' LIABILITY ACTION

In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Appointed Representative to vote as follows:

Tick only one box

In Favour

Against

Abstain

(Place and Date) *

(Signature) *

MONTE TITOLI S.p.A.

5

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

RCS Mediagroup S.p.A. published this content on 17 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2023 08:06:08 UTC.