Cairo Communication S.p.a.MIL: CAI

Half-year Report at 30 June 2025

· Issued by Cairo Communication S.p.a.


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Half-Year Report at 30 June 2025

English translation for convenience only. Only the Italian version is authentic

Cairo Communication S.p.A.

Registered office: Via Angelo Rizzoli 8, Milan Share capital: Euro 6,989,663.10

Board of Directors (*)

Urbano Cairo (**) Chairman

Uberto Fornara CEO

Daniela Bartoli Director

Valentina Beatrice Manfredi Director

Laura Maria Cairo Director

Federico Cairo Director

Roberto Cairo Director

Massimo Ferrari Director

Paola Mignani Director

Marco Pompignoli Director

Control and Risk Committee

Massimo Ferrari Director

Daniela Bartoli Director

Paola Mignani Director

Remuneration and Appointments Committee

Paola Mignani Director

Daniela Bartoli Director

Valentina Manfredi Director

Board of Statutory Auditors (***)

Michele Paolillo Chairman

Gloria Marino Standing Auditor

Maria Pia Maspes Standing Auditor

Emilio Fano Alternate Auditor

Francesco Brusco Alternate Auditor

Independent Auditors (****)

Deloitte & Touche S.p.A.

(*) The Board of Directors was appointed by resolution of the Shareholders' Meeting held on 8 May 2023. The Directors are in office for the years 2023-2024-2025, therefore until the Shareholders' Meeting called to approve the financial statements for the year ending 2025

(**) Ordinary and extraordinary executive powers exercised with single signatory, as limited by the Board of Directors

(***) The Board of Statutory Auditors in office at the date of approval of this Report was appointed by resolution of the Shareholders' Meeting on 8 May 2023. The Statutory Auditors are in office for the years 2023-2024-2025, therefore until the Shareholders' Meeting called to approve the financial statements relating to the last of these years. (****) In office until the Shareholders' Meeting called to approve the financial statements for the year ending 2028

The Group at 30 June 2025


Interim Report on Operations at 30 June 2025

In first half 2025, the Group operated as a:

  • publisher of dailies, magazines (weeklies and monthlies) and books, in Italy and in Spain, through RCS MediaGroup, also active in the organization of major world sporting events, and in newsstand distribution through its subsidiary m-Dis;

  • TV (La7, La7d) and Internet (La7.it, TG.La7.it) publisher and network operator (Cairo Network);

  • publisher of magazines and books (Cairo Editore/Editoriale Giorgio Mondadori);

  • multimedia agency for the sale of advertising space (CAIRORCS Media).

    The first half of 2025 was dominated by the ongoing conflicts in Ukraine and the Middle East, with their repercussions extending to the economy and trade. These events persisted in creating a state of significant overall uncertainty. The Group has no direct exposure and/or business activities towards the markets affected by the conflict and/or sanctioned entities.

    The early months of the year, particularly since April, saw the introduction by the United States of tariffs and restrictions on international trade, which led and/or are leading to the adoption of similar measures by the countries concerned and the start of negotiations, generating significant uncertainty in financial markets and negative impacts on the economy.

    The latest figures published by the Bank of Italy in June 2025 (document: Proiezioni macroeconomiche per l'economia italiana) forecast GDP growth for Italy of 0.6% in 2025, followed by 0.8% in 2026 and 0.7% in 2027. For Spain, Banco de España (document: Proyecciones macroeconómicas e informe trimestral de la economía española) expects GDP to grow by 2.4% in 2025, then by 1.8% in 2026 and 1.7% in 2027.

    At June 2025, Italy's inflation rate rose by +1.5% year-on-year (ISTAT - FOI index excluding tobacco), while Spain's annual inflation reached 2.3% (National Statistics Institute - INE). The main economic data and related commentary are outlined below.

    In Italy, the advertising market in the first six months of 2025 (Nielsen) declined by 0.4% versus the same period of 2024, with TV up by 0.2%. Newspapers, magazines and online (excluding search, social media and over-the-top) declined by 5.2%, 8.2% and 2.4%, respectively. In first half 2025, the Spanish advertising sales market was up by 0.8% versus the same period of 2024 (i2p, Arce Media). Specifically, the newspaper, magazine and supplement markets saw declines of 2.8% and 5.2%, while Internet (excluding social media, search, etc.) and radio sales increased by 7.9% and by 2.7%.

    On the circulation front, in the first five months of 2025, generalist newspapers and sports newspapers in Italy recorded a decline in print and digital circulation of 6% and 8.4%, respectively (ADS January-May 2025). The magazine circulation market, referring to titles reported in ADS, dropped by 6.9% for weeklies (print and digital copies) in the first five months of 2025 versus the same period of the prior year, while monthly publications, with data updated to April, recorded a 7.4% decrease (Internal Source based on ADS data; weeklies with over 48 editions and monthlies with more than 10 editions).

    In Spain, in first half 2025, circulation figures show a decline for generalist newspapers (-7. 2%), sports newspapers (-9.1%) and business newspapers (-8%) (OJD January-June 2025).

    In first half 2025, amid uncertainty from the conflicts in Ukraine and the Middle East:

  • the Group achieved higher operating margins (EBITDA and EBIT) than in the same period of 2024 and continued to generate significant positive operating cash flows. The net financial position came to Euro 13.9 million (Euro 21.5 million at 31 December 2024) after outlays of Euro 41.3 million for the consideration of treasury shares tendered in the public purchase offer and Euro 14.5 million for dividend distribution;

  • RCS's margins (EBITDA, EBIT and net result) were up versus the same period of 2024. RCS confirmed remarkable newsstand circulation levels and continued the growth of digital operations. At end June, the total active digital customer base (digital edition, membership, and m-site) of Corriere della Sera reached 701 thousand subscriptions, while Gazzetta's pay products (G ALL, G+, GPRO and Fantacampionato) reached 262 thousand subscriptions (Internal Source). Digital subscriptions grew in Spain too (digital edition and premium), reaching at June 2025 170 thousand subscriptions for El Mundo and 120 thousand subscriptions for Expansión (Internal Sourse);

  • the TV publishing (La7) and network operator segment achieved growing ratings and advertising revenue. In first half 2025, La7's average share was 4.4%1in the all-day share and 6% in prime time (20:30-22:30 time slot), up by 13% and by 10% versus the same period of 2024, confirming a high-quality target audience. Specifically, in the six months, La7 was the third channel in terms of ratings in the 20:00/22:30 time slot, with a 6.2% share, up by 10% versus the same period of 2024 and the fourth channel in prime time. Advertising on La7 and La7d, totalling approximately Euro 81.2 million, increased by 5.3% versus the same period of 2024 (Euro 77.1 million) and according to Nielsen figures for the half-year period, La7 is the top TV publisher in terms of advertising revenue growth rate.

  • the magazine publishing segment Cairo Editore, with an EBITDA of Euro 3.9 million, also achieved higher results than in the same period of 2024 (Euro 3.3 million).

    1 Ratings refer to traditional TV audiences (live ratings and content in the same airing day on TV)

    In first half 2025, consolidated gross revenue amounted to approximately Euro 591.3 million (comprising gross operating revenue of Euro 563.7 million and other revenue and income of Euro 27.6 million) versus Euro 595.1 million in the same period of 2024 (comprising gross operating revenue of Euro 571.3 million and other revenue and income of Euro 23.8 million).

    EBITDA and EBIT came to Euro 94.7 million and Euro 52.9 million (Euro 90.4 million and Euro 51.1 million in the same period of 2024). Net non-recurring expense amounted to negative Euro 0.6 million (negative Euro 1 million in the same period of 2024).

    Net profit before non-controlling interests was Euro 34.2 million (Euro 33.7 million in the same period of 2024). Profit attributable to the owners of the parent came to Euro 20.4 million (Euro 20.3 million in the same period of 2024).

    Looking at the business segments, in first half 2025:

  • in the magazine publishing segment (Cairo Editore), EBITDA and EBIT came to Euro 3.9 million and Euro 3.4 million (Euro 3.3 million and Euro 2.7 million in the same period of 2024). Regarding weeklies, with approximately 0.7 million average copies sold in the first five months of 2025 (ADS January-May 2025), Cairo Editore retains its position as the leading publisher in copies of weeklies sold at newsstands, with an approximately 29% market share. Including the average sales of titles out of the ADS survey (comprising copies sold of "Enigmistica Più" and of "Enigmistica Mia"), average copies sold were approximately 0.8 million;

  • in the TV publishing (La7) and network operator segment, EBITDA grew to approximately Euro

7.8 million (Euro 6.6 million in the same period of 2024). EBIT was approximately negative Euro 2.5

million (negative Euro 1.5 million in the same period of 2024);

  • in the advertising segment, EBITDA amounted to negative Euro 0.2 million (Euro 0.8 million in the same period of 2024) and EBIT to negative Euro 1.5 million (negative Euro 0.5 million in the same period of 2024);

  • in the RCS segment, in the consolidated financial statements of Cairo Communication, EBITDA2and EBIT amounted to Euro 83.4 million and Euro 53.5 million (Euro 79.9 million and Euro 50.3 million in

2 Mention should be made that RCS adopts a different definition of EBITDA from the one used by the Cairo Communication Group, as indicated in the section below "Alternative Performance Measures". As a result of these differences - regarding provisions for risks and the allowance for impairment, totaling Euro 3 million in first half 2025 - EBITDA shown in the RCS Half-Year Report at 30 June 2025, approved on 31 July 2025, amounted to Euro

80.4 million.

the same period of 2024). Net operating revenue amounted to Euro 426.2 million, with total digital revenue (Italy and Spain) amounting to approximately Euro 104.6 million and accounting for approximately 24.5% of total revenue (in Spain 41.1%). Total advertising sales from RCS online media amounted to Euro 66.5 million in first half 2025, making for 38.9% of total advertising revenue (in Spain 64.8%). Both Italian newspapers, Corriere della Sera and La Gazzetta dello Sport, and in Spain Marca and Expansión, retained their circulation leadership in their respective market segments (ADS for Italy and OJD for Spain). La Gazzetta dello Sport, in the latest 2025/I Audipress survey published in June 2025, retained its position as the most-read Italian newspaper with approximately 2.1 million readers, followed in second place by Corriere della Sera with approximately 1.7 million readers. The latest Estudio General de Medios survey published in July 2025 confirms Unidad Editorial as the daily news leader with almost 1.6 million total daily readers with the titles El Mundo, Marca, and Expansión. Marca, with 967 thousand readers, is the most widely read newspaper in Spain and El Mundo remains firmly the second largest publication among generalists and third among daily newspapers reaching over 479 thousand readers. The main digital performance indicators confirm the top market position of RCS, with the Corriere della Sera and La Gazzetta dello Sport brands, which counted, in the period January-May 2025, 29.4 million and 16 million average monthly unique users, and in the period January-June 2025, 4 million and 2.3 million average daily unique users (Audicom). In Spain, as part of the online activities, elmundo.es, marca.com and expansión.com reached 37 million, 68 million and 6.7 million average monthly unique browsers in first half 2025, comprising both domestic and foreign browsers and including apps (Google Analytics). The main social accounts of the Corriere System at 30 June 2025 reached approximately 14.6 million total followers (considering Facebook, Instagram, X, LinkedIn and TikTok - Internal Source) and those of La Gazzetta dello Sport 6.9 million (considering Facebook, Instagram, X, TikTok and YouTube - Internal Source). The social audience of Unidad Editorial Group titles (Internal Source) stands at 12.6 million followers for El Mundo, 21 million for Marca and 2.6 million for Telva (considering Facebook, Instagram, X and TikTok) and 1.6 million for Expansión (considering Facebook, Instagram, X, LinkedIn and TikTok).

In first half 2025, La7's average share was 4.4%3in the all-day share and 6% in prime time (20:30-22:30 time slot), up by 13% and by 10% versus the same period of 2024, confirming a high-quality target audience. Specifically, in the six months, La7 was the third channel in terms of ratings in the 20:00/22:30 time slot, with a 6.2% share, up by 10% versus the same period of 2024 and the fourth channel in prime time. In the six months, TgLa7 8 p.m. edition's share grew by 10%. In the early morning segment (7:00-9:00 a.m.), La7, with a 4.7% share and up 17%, ranks fourth nationally. La7d's share in first half 2025

3 Ratings refer to traditional TV audiences (live ratings and content in the same airing day on TV)

was 0.45% in the all-day share and 0.39% in prime time. The La7 channel's news and discussion programmes in first half 2025 all continued to deliver remarkable results: Otto e Mezzo with an 8.2% average share from Monday to Friday, TgLa7 8 p.m. edition 7.7% from Monday to Friday, diMartedì 8.5%, the four episodes of Una giornata particolare dedicated to the story of the Bible 6.7%, Piazzapulita 6.4%, Propaganda Live 6.7%, In Altre Parole 5.8% on Saturday, La Torre di Babele 4.6%, 100minuti 4.6%, In Onda 6%, Omnibus La7 4.6%, Coffee Break 4.7% from Monday to Friday, L'Aria che tira 5.5% and Tagadà 4.6%.

In first half 2025, La7 confirmed its leadership among generalist TV stations in terms of news hours (an average of over 13 hours per day) and was the second channel in terms of live hours (an average of approximately 11 hours per day).

On the digital front, in first half 2025 average daily unique users were 255 thousand and 4.9 million average monthly unique users in the first five months of 2025. Stream views were 11.4 million per month. At end June 2025, followers of La7 and its active programmes on Facebook, X, Instagram, Tik Tok, WhatsApp, and Threads were 8.5 million.

The main consolidated income statement figures in first half 2025 can be compared as follows with those of first half 2024:

(€ millions)

30/06/2025

30/06/2024

Gross operating revenue

563.7

571.3

Advertising agency discounts

(30.2)

(29.4)

Net operating revenue

533.5

541.9

Change in inventory

1.6

0.8

Other revenue and income

27.6

23.8

Total revenue

562.7

566.6

Production costs

(304.0)

(311.3)

Personnel expense

(163.4)

(163.9)

Non-recurring income and expense

(0.6)

(1.0)

EBITDA

94.7

90.4

Amortization, depreciation, provisions and write-downs

(41.8)

(39.4)

EBIT

52.9

51.1

Other gains (losses) from financial assets/liabilities

(0.1)

-

Net financial income (expense)

(7.0)

(6.2)

Profit (loss) before tax

45.8

44.9

Income tax

(11.6)

(11.2)

Profit (loss) before non-controlling interests

34.2

33.7

Non-controlling interests

(13.8)

(13.4)

Profit (loss) for the period attributable to the owners of the parent

20.4

20.3

In first half 2025, consolidated gross revenue amounted to approximately Euro 591.3 million (comprising gross operating revenue of Euro 563.7 million and other revenue and income of Euro 27.6 million) versus Euro 595.1 million in the same period of 2024 (comprising gross operating revenue of Euro 571.3 million and other revenue and income of Euro 23.8 million).

EBITDA and EBIT came to Euro 94.7 million and Euro 52.9 million (Euro 90.4 million and Euro 51.1 million in the same period of 2024). Net non-recurring expense amounted to negative Euro 0.6 million (negative Euro 1 million in the same period of 2024).

The EBITDA trend between first half 2024 and first half 2025 is shown below:

3.5 94.7

0.0

0.6

1.2

90.4

‐1.0

ACTUAL 2024 Magazine publishing (Cairo

Editore)

Advertising TV publishing (La7) and Network operator

RCS Eliminations and

unallocated

ACTUAL 2025

Net profit before non-controlling interests was Euro 34.2 million (Euro 33.7 million in the same period of 2024). Profit attributable to the owners of the parent came to Euro 20.4 million (Euro 20.3 million in the same period of 2024).

The Group statement of comprehensive income can be analyzed as follows:

€ millions

Half year ended 30/06/2025

Half year ended 30/06/2024

Profit (loss) for the year

34.2

33.7

Reclassifiable items of the comprehensive income statement

Gains (losses) from the translation of financial statements denominated in foreign currencies

-

-

Gains (losses) from cash flow hedges

Reclassification of gains (losses) from cash flow hedges

Tax effect

Non-reclassifiable items of the comprehensive income statement

Actuarial gains (losses) from defined benefit plans

(0.0)

0.2

Tax effect

0.0

(0.1)

Gains (losses) from the fair value measurement of equity instruments

(0.0)

(0.1)

Total comprehensive income for the period

34.2

33.7

- Owners of the parent

20.4

20.3

- Non-controlling interests

13.8

13.4

34.2

33.7

The Group's performance can be read better by analyzing first half 2025 results by main business segment (magazine publishing Cairo Editore, advertising, TV publishing La7, network operator and RCS) versus those of the same period of 2024.

2025 Magazine publishing

Cairo Editore

Advertising TV publishing

La7

RCS Eliminations and unallocated

Total

(€ millions) and network

operator

Gross operating revenue

31.0

192.2

60.4

443.3

(163.3)

563.7

Advertising agency discounts

-

(25.7)

-

(17.1)

12.7

(30.2)

Net operating revenue

31.0

166.5

60.4

426.2

(150.6)

533.5

Change in inventory

0.1

-

-

1.5

-

1.6

Other revenue and income

4.3

3.2

1.2

22.7

(3.9)

27.6

Total revenue

35.5

169.7

61.5

450.4

(154.5)

562.7

Production costs

(24.1)

(157.8)

(33.7)

(242.7)

154.3

(304.0)

Personnel expense

(7.4)

(12.2)

(20.1)

(123.7)

(0.1)

(163.4)

Non-recurring income (expense)

-

-

-

(0.6)

-

(0.6)

EBITDA

3.9

(0.2)

7.8

83.4

(0.2)

94.7

Amortization, depreciation,

provisions and write-downs

(0.6)

(1.3)

(10.3)

(29.9)

0.2

(41.8)

EBIT

3.4

(1.5)

(2.5)

53.5

(0.0)

52.9

Other gains (losses) from financial assets/liabilities

0.0

-

-

(0.1)

-

(0.1)

Net financial income (expense)

(0.1)

(1.1)

0.3

(6.1)

0.0

(7.0)

Profit (loss) before tax

3.3

(2.7)

(2.2)

47.3

(0.0)

45.8

Income tax

(0.6)

0.4

0.7

(12.1)

(0.0)

(11.6)

Profit (loss) before non-

controlling interests

2.7

(2.2)

(1.5)

35.2

(0.0)

34.2

Non-controlling interests

-

0.3

-

(14.1)

(0.0)

(13.8)

Profit (loss) for the period

attributable to the owners of the

2.7

(2.0)

(1.5)

21.1

(0.0)

20.4

pare nt

2024 Magazine publishing

Cairo Editore

Advertising TV publishing

La7

RCS Eliminations and unallocated

Total

(€ millions) and network

operator

Gross operating revenue

34.2

192.0

59.9

451.1

(165.9)

571.3

Advertising agency discounts

-

(25.0)

-

(17.0)

12.7

(29.4)

Net operating revenue

34.2

166.9

59.9

434.1

(153.2)

541.9

Change in inventory

(0.0)

-

-

0.8

-

0.8

Other revenue and income

3.6

4.1

0.8

19.0

(3.7)

23.8

Total revenue

37.8

171.1

60.7

453.9

(156.9)

566.6

Production costs

(26.4)

(157.8)

(34.4)

(249.4)

156.7

(311.3)

Personnel expense

(7.8)

(12.5)

(19.6)

(123.9)

(0.1)

(163.9)

Non-recurring income (expense)

(0.3)

-

-

(0.7)

-

(1.0)

EBITDA

3.3

0.8

6.6

79.9

(0.2)

90.4

Amortization, depreciation,

provisions and write-downs

(0.6)

(1.3)

(8.1)

(29.6)

0.2

(39.4)

EBIT

2.7

(0.5)

(1.5)

50.3

0.0

51.1

Other gains (losses) from financial assets/liabilit ies

(0.0)

-

-

0.1

-

0.0

Net financial income (expense)

0.0

(1.4)

0.7

(5.6)

0.0

(6.2)

Profit (loss) before tax

2.7

(1.9)

(0.8)

44.8

0.0

44.9

Income tax

(0.2)

0.1

(0.0)

(11.0)

(0.0)

(11.2)

Profit (loss) before non-

controlling interests

2.5

(1.8)

(0.8)

33.8

0.0

33.7

Non-controlling interests

-

0.1

-

(13.5)

(0.0)

(13.4)

Profit (loss) for the period

attributable to the owners of the

2.5

(1.7)

(0.8)

20.3

0.0

20.3

pare nt

Gross operating revenue in first half 2025, split up by main business segment, can be analyzed as follows versus the amounts of the same period of 2024:

2025

Magaz ine publishing

(€ millions) Cairo

TV advertising

-

81.2

55.6

0.1

(56.0)

81.0

Advertising on print media, Internet and sporting

events

3.3

109.2

0.6

187.8

(101.5)

199.4

Other TV revenue

-

-

1.3

1.0

(0.1)

2.2

Magazine over-the-counter sales and subscriptions

28.2

-

-

156.5

(0.8)

183.9

VAT relating to publications

(0.5)

-

-

(1.5)

-

(1.9)

Sundry revenue

-

1.7

2.8

99.4

(4.9)

99.2

Total gross operating revenue

31.0

192.2

60.4

443.3

(163.3)

563.7

Other revenue

4.3

3.2

1.2

22.7

(3.9)

27.6

Total gross revenue

35.3

195.5

61.5

466.0

(167.2)

591.3

Editore

TV publishing La7 RCS Eliminations

Advertising and unallocated

and network operator

Total

2024

Magazine pu blishing

(€ millions) Cairo

Edi tore

TV publishing La7 RCS Eliminations

Advertising and unallocated

and network operator

Total

TV advertising

-

77.1

52.9

0.1

(53.4)

76.7

Advertising on print media, Internet and sporting

events

3.6

112.8

0.8

193.9

(106.4)

204.7

Other TV revenue

-

-

1.2

1.2

(0.1)

2.3

Magazine over-the-counter sales and subscriptions

31.0

-

-

161.9

(0.8)

192.1

VAT relating to publications

(0.5)

-

-

(1.6)

-

(2.1)

Sundry revenue

-

2.1

5.1

95.6

(5.1)

97.6

Total gross operating revenue

34.2

192.0

59.9

451.1

(165.9)

571.3

Other revenue

3.6

4.1

0.8

19.0

(3.7)

23.8

Total gross revenue

37.8

196.1

60.7

470.1

(169.5)

595.1

The main consolidated statement of financial position figures at 30 June 2025 can be compared as follows with those at 31 December 2024:

(€ millions)

30/06/2025

31/12/2024

Tangible assets

99.2

102.9

Rights of use on leased assets

135.9

135.5

Intangible assets

975.4

983.5

Financial assets

33.8

33.8

Deferred tax assets

86.0

84.5

Net working capital

(49.4)

(42.1)

Total assets

1,280.8

1,298.1

Non-current liabilities and provisions

73.9

76.5

Deferred tax provision

163.7

163.3

(Financial position)/Net debt

(13.9)

(21.5)

Liabilities from leases (pursuant to IFRS 16)

150.1

150.2

Equity attributable to the owners of the parent

550.7

572.5

Equity attributable to non-controlling interests

356.4

357.1

Total equity and liabilities

1,280.8

1,298.1

It should be noted that:

- the Shareholders' Meeting held by RCS on 8 May 2025 approved the distribution of a dividend of Euro

0.07 per share, gross of tax, with ex-dividend date on 20 May 2025, for a total of approximately Euro

36.2 million (Euro 21.8 million the share of Cairo Communication),

- in view of the voluntary partial public purchase offer for treasury shares launched by the Company, Cairo Communication's Board of Directors resolved not to propose the distribution of any dividend for approval at the Shareholders' Meeting convened on 8 May 2025.

Therefore, the change in the net financial position at the Group level following the distribution of RCS dividends stood at negative Euro 14.5 million.

The Board of Directors of the Company, with notice released on 20 February 2025, as per Article 102 of Legislative Decree 58/98 and Article 37 of CONSOB Resolution no. 11971/99 (the "Issuer Regulation" and "Notice 102", respectively), announced the decision to launch a voluntary partial public purchase offer on treasury shares, for a maximum total of 24,194,987 shares of the Company, representing 18.0% of the share capital, at a consideration per share of Euro 2.900 (the "Consideration").

The Shareholders' Meeting on 25 March 2025 approved the authorization for the purchase and disposal of treasury shares, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, aimed at the purchase of a number of shares in Cairo Communication not exceeding one-fifth of the share capital, including through the Offer, subject to the revocation, for the unexecuted portion, of the previous authorization resolved by the Shareholders' Meeting on 8 May 2024.

CONSOB, by resolution No. 23493 of 1 April 2025, approved the Offer document pursuant to Article 102, paragraph 4 of the TUF.

The acceptance period for the Offer, agreed with Borsa Italiana S.p.A. pursuant to Article 40, paragraph 2 of the Issuer Regulation, began on 7 April 2025 and ended on 7 May 2025.

At the end of the acceptance period, 14,258,391 Cairo Communication shares, representing 10.61% of Cairo Communication's share capital, were tendered to the Offer.

The total outlay for the purchase of the 14,258,391 shares of Cairo Communication tendered to the Offer was Euro 41.3 million. The Consideration for the purchased shares, against the transfer of ownership of the shares to Cairo Communication, was paid on 14 May 2025.

To partly cover the financial requirements arising from the payment obligations related to the Offer, the Company entered into a loan agreement with UniCredit S.p.A., BPER Banca S.p.A. and Crédit Agricole Italia S.p.A. on 28 March 2025, explained in Note 25 of the condensed consolidated half-year financial statements at 30 June 2025. As of the date of approval of this half-year report, Euro 31.5 million of the cash line had been drawn down.

In first half 2025, as part of the share buy-back plans, no additional treasury shares were sold or purchased. Therefore, considering (i) the 779 treasury shares already held at 31 December 2024 and (ii) the 14,258,391 shares tendered in the Offer, at 30 June 2025 the Company held a total of 14,259,170 shares, representing 10.61% of Cairo Communication's share capital.

The consolidated net financial position at 30 June 2025, versus the situation at 31 December 2024, can be summarized as follows:

Net financial position 30/06/2025

(€ millions)

31/12/2024

Changes

Cash and cash equivalents 84.5

83.3

1.2

Other current financial assets and financial

receivables 0.1

0.1

-

Current financial assets (liabilities) from derivative -

-

-

Current financial payables and payables to banks (13.0)

(16.2)

3.2

Current net financial position (net financial

debt) 71.6

67.2

4.4

Non-current financial payables (57.7)

(45.7)

(12.0)

Non-current financial assets (liabilities) from

derivative instruments -

-

-

Non-current net financial position (net

financial debt) (57.7)

(45.7)

(12.0)

Net financial position (net financial debt) 13.9

21.5

(7.6)

Liabilities from leases (pursuant to IFRS 16) (150.1)

(150.2)

0.1

Total net financial position (net financial

debt) (136.2)

(128.7)

(7.4)

instruments

The consolidated net financial position at 30 June 2025 stood at approximately Euro 13.9 million (Euro 21.5 million at end 2024). The change versus end 2024 is attributable mainly to outlays of Euro 41.3 million for the consideration of treasury shares tendered in the public purchase offer, Euro 14.5 million in dividends, and Euro 25.8 million in technical expenditure and non-recurring expense, largely offset by the positive contribution from typical operations.

Total net financial debt, which includes financial liabilities from leases recognized in accordance with IFRS 16 (mainly property leases) of Euro 150.1 million, amounted to Euro 136.2 million (Euro 128.7 million at 31 December 2024). Statement of reconciliation of Parent equity and profit and Group equity and profit

The statement of reconciliation of equity and profit of Cairo Communication S.p.A. and Group equity and profit can be analyzed as follows:

(€ millions) Equity

30/06/2025

Profit (loss) for the period

Separate financial statements of Cairo Communication S.p.A.

248.2

26.5

Elimination of the carrying amount of consolidated equity

investments:

Difference between carrying amount of investments and their equity

value

44.8

Effects of the purchase price allocation of RCS S.p.A.

155.8

(0.3)

Effects of the purchase price allocation of La7 S.p.A.

0.1

Share in consolidated companies' profit net of investment

impairment losses

21.6

Allocation of consolidation differences

RCS goodwill

112.4

Other goodwill

7.2

Elimination of intra-group profits net of income tax

(17.8)

Elimination of intra-group dividends

(27.3)

Consolidated financial statements of Cairo Communication

550.7

20.4

MAGAZINE PUBLISHING CAIRO EDITORE

Cairo Editore

Cairo Editore operates in the magazine publishing segment through (i) the weeklies "Settimanale DIPIU'", "DIPIU' TV" and the supplements "Settimanale DIPIU' e DIPIU'TV Cucina e Stellare", "Diva e Donna", the fortnightly supplement "Cucina Mia", "TV Mia", "Nuovo", "F", "Settimanale Giallo" "NuovoTV", "Enigmistica Più" and "Enigmistica Mia", (ii) the monthly magazines "Natural Style", Bell'Italia", "Gardenia" and "Arte".

In first half 2025, in a context still marked by uncertainty resulting from the conflicts in Ukraine and the Middle East, as well as uncertainties surrounding trade tariffs, Cairo Editore achieved results better than those recorded in the same period of 2024.

The results achieved by the publishing segment in first half 2025 can be compared as follows with those of the same period of 2024:

Print media publishing

(€ millions)

30 June

2025

30 June

2024

Gross operating revenue

31.0

34.2

Other income

4.3

3.6

Change in inventory

0.1

-

Total revenue

35.5

37.8

Production costs

(24.1)

(26.4)

Personnel expense

(7.4)

(7.8)

Non-recurring income and expense

-

(0.3)

EBITDA

3.9

3.3

Amortization, depreciation, provisions and write-downs

(0.6)

(0.6)

EBIT

3.4

2.7

Net financial income (expense)

(0.1)

-

Profit (loss) before tax

3.3

2.7

Income tax

(0.6)

(0.2)

Profit (loss) before non-controlling interests

2.7

2.5

Non-controlling interests

-

-

Profit (loss) for the period attributable to the owners of the parent

2.7

2.5

EBITDA and EBIT came to approximately Euro 3.9 million and approximately Euro 3.4 million (Euro 3.3 million and Euro 2.7 million in the same period of 2024).

The Group's weeklies reported high circulation results, with an average weekly ADS circulation in the first five months of 2025 of 223,509 copies for "Settimanale DIPIU", 104,569 copies for "DIPIU' TV", 28,598 copies for "Settimanale DIPIU' e DIPIU'TV Cucina", 66,421 copies for "Diva e Donna", 114,959 copies for "Settimanale Nuovo", 50,097 copies for "F", 50,560 copies for "TVMia", 38,996 copies for "Settimanale Giallo", and 61,052 copies for "NuovoTV", reaching a total of approximately 0.7 million average weekly copies sold, and making the Group the leading publisher in copies of weeklies sold at newsstands, with an approximately 29% market share. Including the average sales of titles out of the ADS survey (comprising copies sold of "Enigmistica Più" and of "Enigmistica Mia"), average copies sold were approximately 0.8 million.

Cairo Editore's activities continued to focus also on enhancing the value of editorial content, developing existing brands, and launching new projects.

Below are some of the main initiatives implemented in first half 2025:

  • the monthly Arte and Catalogo dell'Arte Moderna in February participated in Arte Fiera and in March in Mia Photo Fair;

  • in March, Gardenia presented its new "In Viaggio con Gardenia" initiative to provide gardening enthusiasts with an immersive experience, merging a passion for nature and travel;

  • the weekly F presented the mentorship initiative, conceived to guide women in their professional

    journey by forging connections between those starting their careers and those who have achieved significant milestones;

  • in April and May, Gardenia served as media partner of Euroflora 2025 and also took part in the

    Orticola garden market exhibition held at the Indro Montanelli Gardens in Milan;

  • in May, to mark the 108th edition of Giro d'Italia, Bell'Italia released a special monograph covering

    - stage by stage - the artistic, scenic, and food-and-wine heritage along the route of the Corsa Rosa;

  • in June, the special edition of Bell'Italia in Sardinia was released at newsstands with Corriere della Sera, while the same month saw Settimanale Giallo launch "Delitti celebri: vite da sogno, destini da incubo".

During the first half of the year, the merger of Cairo Publishing and Edizioni Anabasi into Cairo Editore was completed.

ADVERTISING

With regard to the advertising segment, at end 2020 Cairo Communication and RCS transferred in a newly-established investee, CAIRORCS Media S.p.A., the advertising sales business units for RCS's print and online titles in Italy and the print, television and online titles of Cairo Editore and La7, as well as certain third-party media.

The results achieved by the advertising segment in first half 2025 can be compared as follows with those of the same period of 2024:

Advertising segment

30 June

30 June

(€ millions)

2025

2024

Gross operating revenue

192.2

192.0

Advertising agency discounts

(25.7)

(25.0)

Net operating revenue

166.5

166.9

Other income

3.2

4.1

Change in inventory

-

-

Total revenue

169.7

171.1

Production costs

(157.8)

(157.8)

Personnel expense

(12.2)

(12.5)

EBITDA

(0.2)

0.8

Amortization, depreciation, provisions and write-downs

(1.3)

(1.3)

EBIT

(1.5)

(0.5)

Net financial income (expense)

(1.1)

(1.4)

Profit (loss) before tax

(2.7)

(1.9)

Income tax

0.4

0.1

Profit (loss) before non-controlling interests

(2.2)

(1.8)

Non-controlling interests

0.3

0.1

Profit (loss) for the period attributable to the owners of the parent

(2.0)

(1.7)

In first half 2025, EBITDA came to negative Euro 0.2 million and EBIT to a negative Euro 1.5 million (Euro 0.8 and negative Euro 0.5 million in the same period of 2024).

In first half 2025:

  • advertising sales on La7 and La7d channels amounted to approximately Euro 81.2 million (Euro 77.1 million in the same period of 2024),

  • advertising sales on Cairo Editore titles amounted to Euro 5.1 million (Euro 5 million in 2024),

  • gross advertising revenue of RCS titles in Italy amounted to Euro 97 million (Euro 101.3 million in 2024).

    TV PUBLISHING (La7) AND NETWORK OPERATOR

    The Group started operations in the TV field in 2013, following acquisition from Telecom Italia Media

    S.p.A. of the entire share capital of La7 S.r.l. (today La7 S.p.A.) as of 30 April 2013, with the upstream integration of its concessionaire business for the sale of advertising space, diversifying its publishing activities previously focused on magazines.

    At the acquisition date, the financial situation of La7 had called for the implementation of a restructuring plan aimed at reorganizing and streamlining the corporate structure and at curbing costs, while retaining the high quality levels of the programming. Starting from May 2013, the Group began to implement its own plan to restructure the company, achieving, as early as the May-December eight-month period of 2013, a positive EBITDA, strengthening in the years that followed the results of the cost rationalization measures implemented.

    With regard to the network operator business, in 2014, the Group company Cairo Network took part in the tender procedure opened by the Ministry of Economic Development for the assignment of rights to use TV frequencies for digital terrestrial broadcasting systems, winning the rights of use for a period of 20 years. The mux covers at least 94% of the national population, providing high-quality service levels. January 2017 marked the start of the broadcasting of La7 channels on the mux. In first half 2025, it also hosted some of Elda Srl's "Italy" and "Art" channels and some of GMH's channels. In first half 2024, it had also hosted the Dazn Channel.

    The results achieved by the TV publishing (La7) and network operator segment in first half 2025 can be compared as follows with those of the same period of 2024:

    Television and network operator segment

    (€ millions)

    30 June

    2025

    30 June

    2024

    Gross operating revenue

    Advertising agency discounts

    60.4

    -

    59.9

    -

    Net operating revenue

    60.4

    59.9

    Other income

    1.2

    0.8

    Change in inventory

    -

    -

    Total revenue

    61.5

    60.7

    Production costs

    (33.7)

    (34.4)

    Personnel expense

    (20.1)

    (19.6)

    EBITDA

    7.8

    6.6

    Amortization, depreciation, provisions and write-downs

    (10.3)

    (8.1)

    EBIT

    (2.5)

    (1.5)

    Net financial income (expense)

    0.3

    0.7

    Profit (loss) before tax

    (2.2)

    (0.8)

    Income tax

    0.7

    -

    Profit (loss) before non-controlling interests

    (1.5)

    (0.8)

    Non-controlling interests

    -

    -

    Profit (loss) for the period attributable to the owners of the parent

    (1.5)

    (0.8)

    In first half 2025, La7's average share was 4.4%4in the all-day share and 6% in prime time (20:30-22:30 time slot), up by 13% and by 10% versus the same period of 2024, confirming a high-quality target audience. Specifically, in the six months, La7 was the third channel in terms of ratings in the 20:00/22:30 time slot, with a 6.2% share, up by 10% versus the same period of 2024 and the fourth channel in prime time. In the six months, TgLa7 8 p.m. edition's share grew by 10%. In the early morning segment (7:00-9:00 a.m.), La7, with a 4.7% share and up 17%, ranks fourth nationally. La7d's share in first half 2025 was 0.45% in the all-day share and 0.39% in prime time. Advertising on La7 and La7d, totalling approximately Euro 81.2 million, increased by 5.3% versus the same period of 2024 (Euro 77.1 million) and according to Nielsen figures for the half-year period, La7 is the top TV publisher in terms of advertising revenue growth rate.

    The La7 channel's news and discussion programmes in first half 2025 all continued to deliver remarkable results: Otto e Mezzo with an 8.2% average share from Monday to Friday, TgLa7 8 p.m. edition 7.7% from Monday to Friday, diMartedì 8.5%, the four episodes of Una giornata particolare dedicated to the story of the Bible 6.7%, Piazzapulita 6.4%, Propaganda Live 6.7%, In Altre Parole 5.8% on Saturday, La Torre di Babele 4.6%, 100minuti 4.6%, In Onda 6%, Omnibus La7 4.6%, Coffee Break 4.7% from Monday to Friday, L'Aria che tira 5.5% and Tagadà 4.6%.

    In first half 2025, La7 confirmed its leadership among generalist TV stations in terms of news hours (an average of over 13 hours per day) and was the second channel in terms of live hours (an average of approximately 11 hours per day).

    4 Ratings refer to traditional TV audiences (live ratings and content in the same airing day on TV)

    On the digital front, in first half 2025 average daily unique users were 255 thousand and 4.9 million average monthly unique users in the first five months of 2025. Stream views were 11.4 million per month. At end June 2025, followers of La7 and its active programmes on Facebook, X, Instagram, Tik Tok, WhatsApp, and Threads were 8.5 million.

    Explanatory Note 28 "Other information" to the condensed consolidated half-year financial statements at 30 June 2025 contains a detailed description of the legislative and regulatory framework regarding the rights to use television frequencies, following the provisions of the 2018 and 2019 Budget Laws, and of Cairo Network's distinctive position against this backdrop.

    RCS

    In 2016, the Group started operations in the daily newspaper publishing segment with the acquisition of the control of RCS.

    RCS, both directly and indirectly through its subsidiaries, publishes and distributes - in Italy and Spain

  • daily newspapers and magazines (weeklies and monthlies), and is also involved in the distribution of editorial products at newsstands.

Specifically, in Italy RCS publishes the dailies Corriere della Sera and La Gazzetta dello Sport, as well as various weeklies and monthlies such as Io Donna, Oggi, Amica, Living, Style Magazine, Sportweek, Sette, Dove and Abitare.

In Spain, it operates through its subsidiary Unidad Editorial S.A., publisher of the dailies El Mundo, Marca and Expansion, as well as several magazines such as Telva.

RCS is also marginally active in the Pay TV market in Italy, through the satellite and OTT TV channel

Caccia e Pesca and publishes the web TVs of Corriere della Sera and La Gazzetta dello Sport.

In Spain, it is active with the leading national sports radio Radio Marca and the web TV of El Mundo, and in the six months broadcasted the two digital TV channels GOL (until 17 June 2025) and Dmax, whose content is produced by third parties. On 18 June, as a replacement for GOL, Veo7, a new free-to-air digital terrestrial television channel dedicated mainly to cinema, was launched.

RCS also organizes, through RCS Sport and RCS Sports & Events, major world sporting events (such as Giro d'Italia, the UAE Tour and the Milano City Marathon).

With Solferino - i libri del Corriere della Sera - and Fuoriscena, it is active in book publishing; June 2020, instead, saw the start of activities of RCS Academy, the Group's Business School.

RCS generated negative results prior to 2016 and has embarked on an operational restructuring process

to restore profitability. In 2016, profit had amounted to Euro 3.5 million,5marking a return to positive territory by the RCS Group (the first time since 2010), and in 20175, 201852019520205202152022520235and 20245profit had amounted to Euro 71.1 million, Euro 85.2 million, Euro 68.5 million, Euro

31.7 million, Euro 72.4 million, Euro 50.1 million, Euro 57 million and Euro 62 million.

The results achieved by the RCS segment in first half 2025 can be compared as follows with those of the same period of 2024:

RCS

(€ millions)

30 June 2025

30 June

2024

Gross operating revenue

443.3

451.1

Advertising agency discounts

(17.1)

(17.0)

Net operating revenue

426.2

434.1

Change in inventory

1.5

0.8

Other revenue and income

22.7

19.0

Total revenue

450.4

453.9

Production costs

(242.7)

(249.4)

Personnel expense

(123.7)

(123.9)

Non-recurring income and expense

(0.6)

(0.7)

EBITDA

83.4

79.9

Amortization, depreciation, provisions and

write-downs

(29.9)

(29.6)

EBIT

53.5

50.3

Net financial income (expense)

(6.1)

0.1

Other gains (losses) from financial

assets/liabilities

(0.1)

(5.6)

Profit (loss) before tax

47.3

44.8

Income tax

(12.1)

(11.0)

Profit (loss) before non-controlling interests

35.2

33.8

Non-controlling interests

(14.1)

(13.5)

Profit (loss) for the period attributable to the

21.1

20.3

owners of the parent

In first half 2025, against a backdrop still dominated by the uncertainty caused by the conflicts in Ukraine and the Middle East, as well as uncertainties surrounding trade tariffs, RCS achieved - in the consolidated financial statements of Cairo Communication - an EBITDA of approximately Euro 83.4 million6and an EBIT of Euro 53.5 million (Euro 79.9 million and Euro 50.3 million in the same period of 2024). Net non-recurring expense and income came to negative Euro 0.6 million (negative Euro 0.7 million in the same period of 2024).

In first half 2025, net operating revenue amounted to Euro 426.2 million, with total digital revenue (Italy

5 RCS 2017, 2018, 2019, 2020, 2021, 2022, 2023 and 2024 Annual Report

6 Mention should be made that RCS adopts a different definition of EBITDA from the one used by the Cairo Communication Group, as indicated in the section below "Alternative Performance Measures". As a result of these differences - regarding provisions for risks and the allowance for impairment, totaling Euro 3 million in first half 2025 - EBITDA shown in the RCS Half-Year Report at 30 June 2025, approved on 31 July 2025, amounted to Euro 80.4 million.

and Spain) amounting to approximately Euro 104.6 million and accounting for approximately 24.5% of total revenue (in Spain 41.1%). Total advertising sales from RCS online media amounted to Euro 66.5 million in first half 2025, making for 38.9% of total advertising revenue (in Spain 64.8%).

Both Italian newspapers retained their circulation leadership in their respective market segments in first five months 2025 (ADS). In Italy, in the first five months of 2025, the average daily copies distributed including digital copies of Corriere della Sera amounted to 222 thousand, and those of La Gazzetta dello Sport to 141 thousand copies (ADS January-May 2025). La Gazzetta dello Sport, in the latest 2025/I Audipress survey published in June 2025, retained its position as the most-read Italian newspaper with approximately 2.1 million readers, followed in second place by Corriere della Sera with approximately 1.7 million readers.

At end June, the total active digital customer base (digital edition, membership, and m-site) of Corriere della Sera reached 701 thousand subscriptions, while Gazzetta's pay products (G ALL, G+, GPRO and Fantacampionato) reached 262 thousand subscriptions (Internal Source).

The main digital performance indicators confirm the top market position of RCS. The Corriere della Sera and La Gazzetta dello Sport brands, in the period January-May 2025, counted 29.4 million and 16 million average monthly unique users, and in the period January-June 2025 4 million and 2.3 million average daily unique users (Audicom). In the first five months of 2025, RCS in Italy achieved an aggregate figure of 31 million average monthly unique users (net of duplications - Audicom).

The main social accounts of the Corriere System at 30 June 2025 reached approximately 14.6 million total followers (considering Facebook, Instagram, X, LinkedIn and TikTok - Internal Source). La Gazzetta dello Sport's social profiles topped an audience of 6.9 million followers at end June (considering Facebook, Instagram, X, Tik Tok and YouTube - Internal Source).

Including digital copies, in first half 2025 the average daily circulation of El Mundo, Marca and Expansión stood at approximately 49 thousand copies, 45 thousand copies and approximately 20 thousand copies (OJD). The two newspapers also retained their circulation leadership in their respective market segments in first half 2025 (OJD). The latest Estudio General de Medios survey published in July 2025 confirms Unidad Editorial as the daily news leader with almost 1.6 million total daily readers with the titles El Mundo, Marca, and Expansión. Marca, with 967 thousand readers, is the most widely read newspaper in Spain and El Mundo remains firmly the second largest publication among generalists and third among daily newspapers reaching over 479 thousand readers. Radio Marca reached 506 thousand listeners, up +3.3% versus the prior year.

At end June 2025, digital subscriptions (digital edition and premium) grew to reach over 170 thousand subscriptions for elmundo.es and approximately 120 thousand subscriptions for expansion.com (Internal Source).

In Spain as well, the main digital performance indicators confirm Unidad Editorial's top market position, with elmundo.es, marca.com and expansión.com reaching 37 million, 68 million and 6.7 million average monthly unique browsers in first half 2025, comprising both domestic and foreign browsers and including apps (Google Analytics). The international English-language version of Marca achieved 19.7 million average monthly unique browsers in first half 2025 (Google Analytics), including those of marca.com above. The social audience of Unidad Editorial Group titles (Internal Source) stands at 12.6 million followers for El Mundo, 21 million for Marca and 2.6 million for Telva (considering Facebook, Instagram, X and TikTok) and 1.6 million for Expansión (considering Facebook, Instagram, X, LinkedIn and TikTok).

At 30 June 2025, the net financial position stood at Euro 1.4 million (Euro 7.8 million at 31 December 2024). The change is attributable mainly to dividend distribution of Euro 36.2 million and outlays for technical expenditure and non-recurring expense of approximately Euro 15.7 million, partly offset by the positive contribution from typical operations.

The total net financial debt of RCS, which includes financial liabilities from leases recognized in accordance with IFRS 16, totaling Euro 123.8 million (mainly property leases), amounted to Euro 122.4 million (Euro 127.2 million at 31 December 2024).

RCS's activities continued to focus also on enhancing the value of editorial content, developing existing brands, and launching new projects.

Below are some of the main initiatives implemented in Italy in the Newspapers area in first half 2025:

  • January saw the social restyling of the local editions of Corriere;

  • the new Corriere Milano Instagram channel was opened on 18 February;

  • in February, Corriere della Sera's digital event management platform was revamped;

  • since 26 February, Corriere Milano's newsletter has changed its look and name to "Incoeu" (meaning "today");

  • on 3 March, the new Animali channel was launched on the corriere.it website;

  • from 4 to 7 March, Corriere della Sera published a series of editorial initiatives to support circulation with the supplements: "Volare sull'altalena dei prezzi", "Quello che dovete sapere sull'America di Trump", "Il mondo è cambiato", "Intelligenza artificiale generativa, guida all'utilizzo delle piattaforme";

  • for the "birthday" of Corriere della Sera on 5 March, initiatives were carried out both in support of new subscribers and for existing subscribers;

  • within Club Corriere, the exclusive space for premium subscribers, three major partnerships were established with FAI, Teatro alla Scala, and Carrefour;

  • as of 19 March, the new YouReporter website is online, with revamped graphics and an improved user experience;

  • since March, the digital edition of La Gazzetta dello Sport has been available to subscribers as early as 1 a.m.;

  • in May, VISA and Corriere della Sera launched the third edition of She's Next, VISA's global initiative supporting women's entrepreneurship;

  • on 21 May, the new channel Le lezione del Corriere was launched, offering content tailored to students preparing for high school graduation;

  • in the six months, La Gazzetta dello Sport enhanced its offering to readers by including Sunday issues featuring anastatic reproductions of historic editions of the newspaper;

  • La Gazzetta dello Sport and its supplements, G Magazine and Sportweek, followed the major sporting events in the six months. In February, a special Grande Gazzetta format edition was published to mark the Milan Derby. In March, a special Women's Day section was produced focusing on the story of women's sports. Sportweek dedicated several special editions to the start of the Formula 1 and MotoGP World Championships, and the Ski World Cup seasons, and to celebrating the magazine's 25th anniversary. G Magazine presented a single-topic issue in March dedicated to the start of the great cycling season, followed in May by an edition dedicated to the Rome International Tennis Championships. The first edition of the FIFA Club World Cup was presented with special issues by both La Gazzetta dello Sport and Sportweek;

  • on 21 May, La Gazzetta dello Sport launched the Fantacampionato Mondiale per Club, which performed strongly with over 16 thousand teams registered for the competition;

  • in May, the Instagram profile of 7Corriere underwent a restyling;

  • on 5 June, Corriere della Sera celebrated the World Environment Day, with a green paper edition of the newspaper and the second edition of Festival Pianeta 2030 (5-7 June);

  • the new digital channel Cook was launched on 26 June with updated graphics;

  • in first half 2025, work continued on organizing major events, including Corriere in Onda (11-15 February during the Sanremo Festival), "Leggere il mondo, e raccontarlo. Festeggiamo insieme i 149 anni del Corriere della Sera" (5 March), "Verso il Tempo delle Donne" (8 March), "Italia Genera Futuro" (10 March), Festival della Prevenzione (17-23 March), Women in Food (19-20 March), "Premio Bilanci di sostenibilità 2025" (24 March), the second edition of the international forum "Pact4Future" (25-27 March), the opening to the public of the Corriere della Sera headquarters during Milan Design Week (7-13 April) with the installation Solferino 28 «Città paradiso», an event organized together with the interior decorating magazines Living and Abitare, Milano Civil Week (8-11 May), "Disclaimer" (12 May) the new Corriere della Sera project dedicated to artificial intelligence, Tech Emotion (16-18 May at Palazzo Mezzanotte, with talks, meetings and discussions dedicated to Italian excellence in the world of innovation and technology) and "Tech Emotion - The symphony of ecosystems" (28-29 May), the Economia d'Italia series of events with

    sessions dedicated to the regions of Lombardy (Brescia and Monza), Apulia and Piedmont, "Persone e Talenti" (18-19 June). In June, to coincide with the start of the Club World Cup, La Gazzetta dello Sport organized the third edition of Milan Football Week in City Life;

  • several new video columns were launched on CorriereTV during the reporting period: "Un centimetro alla volta", "Filosofia, tecnica e IA", "L'Ultima Fenice", "Rivincite", "L'Ora del Tech", "Voci dal carcere" alongside content in the run-up to the Milan-Cortina Olympics, live studio broadcasts, and subscriber webinars. Talk series were also held: "After Show", Economia Talk, the talks of "In Viaggio con Corriere" and "Non solo numeri Talks". The first episodes of the fourth season of the podcast "Geni invisibili" and the second season of the podcast "L'ultima volontà "; were also made available;

  • on the series, books, and add-ons front, Corriere della Sera released several collections in first half 2025: "I protagonisti della cristianità","Maestri dell'Architettura e del Design", "Homo, viaggio nel comportamento umano", "Superman, il primo eroe", the books Giorno della Memoria, Foibe and Giubilei, the guides "Chi è veramente Musk", "Nella mente di Putin", Zelensky il coraggio e la fragilità", "Leone XIV" and "Francesco, pregate per me". To mark Valentino Rossi's 46th birthday, La Gazzetta dello Sport released a commemorative book, along with an illustrated volume celebrating Jannik Sinner's greatest achievements and "Napolissimo", dedicated to Napoli's Scudetto win. Also published were anastatic strips of "Zagor", the complete "My Hero Academia" collection, the manga "Tokyo Revengers", a compilation of Disney classics, and the "Cronaca Nera" series. Corriere and La Gazzetta dello Sport jointly published the following series: "Giappone contemporaneo", "L'arte secondo Philippe Daverio", "Mente e Corpo in equilibrio", "La Storia raccontata da Franco Cardini" and "La seconda guerra mondiale".

    In 2025, the Magazines Italy area too developed numerous editorial initiatives, including:

  • the second edition of Amica - The Art Issue, a competition dedicated to young artists, was held in March;

  • from 21 to 27 March, the monthly travel magazine Dove was distributed on newsstands for the first time as an optional supplement with the daily Corriere della Sera;

  • on 6 May, Style Magazine, which celebrates its 20th anniversary in 2025, was fully redesigned in both content and layout;

  • on 24-25 May, the "A corpo libero" event organized by iO Donna was held for the third year;

  • from 8 to 15 June, Dove and Corriere della Sera held the third edition of "Il Tempo del Viaggio";

  • in June, Amica launched Amica Book Club, a new multichannel project dedicated to reading.

    In the Sporting Events area, first half 2025 saw the organization of the main portfolio events and related initiatives. In February, both the 2025 UAE Tour Women and UAE Tour Men were held. The Strade Bianche opened the Italian season of major cycling events organized by RCS in Italy on 8 March along

    with Gran Fondo Strade Bianche reserved to amateurs. The Tirreno Adriatico took place starting 10 March, the Milano Torino on 19 March, finishing at the top of the Superga hill. The Milano Sanremo began on 22 March, generating major interest thanks to the presence of several top international riders; the race, broadcast on Rai 2, achieved a 12.45% audience share, marking a 53% increase versus the 2024 edition (Auditel). Also linked to Milano Sanremo, but on a shorter route, is Sanremo Women. On 2 March, the 50th edition of the Roma Ostia Half Marathon was held, followed by the 23rd edition of the Milano Marathon on 6 April, alongside the Milano Running Festival. From 15 to 18 April, RCS Sport organized Giro d'Abruzzo for the second consecutive year.

    Giro d'Italia began on 9 May in Albania, where the first three stages took place between Durres, Tirana, and Vlora. The race concluded in Rome, with a stage that passed through Vatican City and its Gardens, where Pope Leo XIV extended his blessing to the riders. Several events linked to the Giro were held between April and May, including the presentation of the Maglia Rosa in Verona, the Grande Arrivo ceremony at Rome's Campidoglio, and a showcase at the Expo in Osaka, where Giro d'Italia served as an "Ambassador of Sports Diplomacy to the World". Bicycle racing delivered strong audience and digital performance results. Giro d'Italia 2025 recorded the highest average audience share (18.63%) since 2020 for the "Diretta" and "Arrivo" segments, with over 2 million viewers in 4 different stages (Auditel). Worldwide, the Giro d'Italia reached an estimated television audience of 650 million viewers across five continents (Internal Source - based on Nielsen Data). On the digital side, the Giro generated 221 million page views and attracted 11.3 million unique users (Adobe Analytics).

    Held alongside Giro d'Italia was Giro-E, which featured the Green Fun Village, while June saw the launch of the Giro Next Gen, aimed at under-23 riders. Lastly, Giro d'Italia Women 2025 got underway in early July.

    The main social accounts of the sporting events area, at 30 June 2025, reached 6.7 million total followers (considering Facebook, Instagram, X, YouTube, Threads and TikTok - Internal source).

    RCS Academy, the Group's business school, completed the training activities of the 15 master's programs launched in autumn 2024 in first half 2025 (9 Full Time, 1 MBA, 5 Master Executive part time) - and placed 285 alumni, offering young students tangible opportunities to enter the job world. The first seven master's degree programs in the 2025-2026 academic calendar started in first half 2025 with 147 participants, including full-time master's degrees with internships: Sports Management 9th ed, Audiovisual Management 4th ed, Communication and Digital Media 7th ed, Fashion and Luxury 8th ed, and Business Law 2nd ed, the part time master's degree in Writing and Doing Journalism the Corriere Method 11th ed, and the Master's Degree On line Digital Marketing 10th ed. The first half of the year also saw the first three Business talks of the year: Alternative Sources of Energy 5th ed., Healthcare & Pharma Talk 9th ed., Retail & Omnichannel Strategy 7th ed. On 17 June, the first Advisory Board Meeting of the year was held, bringing together 40 CEOs from partner companies. The meeting featured an interview with Bank of Italy Governor Fabio Panetta, conducted by Corriere della Sera

    Editor-in-Chief Luciano Fontana.

    As for the Books performance in Italy (GFK), the market in first half 2025 saw an overall decline from the prior year in both volume (-4.9%) and value (-4.8%). In this context, publications related to RCS brands (Solferino, Cairo, and Fuoriscena) experienced a larger decline in both volume (-27.3%) and value (-27.5%) versus the same period of the prior year, partly due to a different publishing schedule. With regard to Spain:

  • beginning on 1 March, YoDona, coinciding with the 20° anniversary of its launch, unveiled a redesign and updated its content proposal with revamped sections and topical approaches;

  • in March, Expansión organized the first edition of the Gran Encuentro Expansión Catalunya, which brought together key political and economic figures from Catalonia;

  • also in mid-March 2025, Expansión launched its new podcast Acción;

  • in May, the Foro Internacional Expansión took place, organized in partnership with The European House Ambrosetti, with the participation of prominent national and international figures from politics and the business world;

  • on 18 June, Veo7, a new free-to-air digital terrestrial television channel dedicated mainly to cinema, was launched;

  • throughout 2025, Unidad Editorial continued to organize its major events, including El Mundo and La Lectura's participation in the Madrid International Contemporary Art Fair, the Poder Femenino Award by YoDona, the Fondos and Jurídicos awards by Expansión, and the Noche del Deporte organized by Marca;

  • To coincide with the new Club World Cup, Marca launched a special edition of LigaFantasy, which attracted nearly 20,000 participants;

  • during the first half, Escuela de Unidad Editorial increased its training offerings with subsidized training courses for SMEs in collaboration with El Ministerio de Trabajo-FUNDAE y fondos Nextgen UE.

Alternative performance measures

In this Half-Year Report, in order to provide a clearer picture of the performance of the Cairo Communication Group, besides of the conventional financial indicators required by IFRS, a number of alternative performance indicators are shown that should, however, not be considered substitutes of those adopted by IFRS.

The alternative measures are:

· EBITDA: used by Cairo Communication as a target to monitor internal management, and in public presentations (to financial analysts and investors). It serves as a unit of measurement to evaluate Group and Parent operational performance, with EBIT, and is calculated as follows:

Result from continuing operations, before tax

+/- Net finance income

+/- Other income (expense) from financial assets and liabilities

EBIT - Operating profit (loss)

+ Amortization & depreciation

+ Bad debt impairment losses

+ Provisions for risks

EBITDA - Operating profit (loss), before amortization, depreciation, provisions and write-downs

EBITDA (earnings before interest, tax, depreciation and amortization) is not classified as an accounting measure under IFRS, therefore, the criteria adopted for its measurement may not be consistent among companies or different groups.

RCS defines EBITDA as operating profit (EBIT) before depreciation, amortization and write-downs on fixed assets.

The main differences between the two definitions of EBITDA lie in the provisions for risks and in the allowance for impairment, included in the EBITDA definition adopted by RCS, while they are excluded from the EBITDA definition adopted by Cairo Communication. Owing to the differences between EBITDA definitions adopted, in this Half-Year Report, consolidated EBITDA was determined consistently with the definition adopted by the Parent Cairo Communication.

Consolidated gross revenue: for a more detailed view, and in consideration of the specific features of the segment, operating revenue - for advertising revenue - includes gross operating revenue, advertising agency discounts and net operating revenue. Consolidated gross revenue is equal to the sum of gross operating revenue and other revenue and income.

The Cairo Communication Group also considers the net financial position (net financial debt) as a valid measure of the Group's financial structure determined as a result of current and non-current financial liabilities, net of cash and cash equivalents and current financial assets, excluding financial liabilities (current and non-current) from leases previously classified as operating and recognized in the financial statements in accordance with IFRS 16.

The total net financial position (net financial debt) also includes financial liabilities from leases recorded in the financial statements pursuant to IFRS 16, previously classified as operating leases and non-remunerated debt, which have a significant implicit or explicit financing component (e.g. trade payables with a maturity of over 12 months), and any other non-interest-bearing loans (as defined by the "Guidelines on disclosure requirements under the Prospectus Regulation" published

by ESMA on 4 March 2021 with document "ESMA32-382-1138" and taken up by CONSOB in communication 5/21 of 29 April 2021).

Transactions with parents, subsidiaries and associates and subject to the control of the parents

Transactions with related parties in the period, including those with Group companies, were not considered atypical or unusual, and were part of the ordinary activities of Group companies. These transactions were carried out on market terms, taking account of the goods and services provided.

Information on transactions with related parties is shown in Note 29 to the condensed consolidated half-year financial statements at 30 June 2025.

Main risks and uncertainties to which the Group is exposed, which could impact on the business outlook for second half 2025

The Directors' Report on the financial statements for the year ended 31 December 2024 includes a description, to which reference should be made, of the main risks and uncertainties to which Cairo Communication S.p.A. and the Group are exposed, as well as the strategies and activities implemented to monitor and counter them. Specifically, mention should be made of:

  • Risks associated with the general economic and geopolitical climate, and with the potential effects of the persisting factors of economic uncertainty in the short-medium term on the Group's business, strategies and outlook.

  • Risks associated with advertising and publishing market trends, related mainly to the general contraction in print sales and the advertising market trend.

  • Risks associated with developments in the media segment, as a result mainly of the penetration of new communication resources.

  • Risks associated with privacy, data protection and cybersecurity

  • Risks associated with Management and "key staff", hence with the ability of its executive directors, editors-in-chief, TV personalities, and other Management members to efficiently manage the Group, and with the ability of the Group to attract and retain new talents.

  • Risks associated with retaining the value of the brands of the Group titles and programmes, by maintaining the current levels of quality and innovation.

  • Risks associated with dealings with suppliers, customers and staff regarding the outsourcing of production processes, specifically printing and distribution, and the production of TV content.

  • Risks associated with developments in the legal and regulatory framework, specifically for the television industry and network operator.

  • Risks associated with the measurement of intangible assets, related to the regular review of their recoverable carrying amount.

  • Risks associated with litigation.

  • Risks associated with environmental topics, related to climate change, evolving regulations aimed at accelerating the transition to a low-carbon economy, and the changing expectations of the Group's stakeholders.

  • Financial risks.

This Half-Year Report provides a summary of the financial risks that could impact on the business outlook for second half 2025.

Risks associated with the general economic climate and geopolitical risks

Group activities are carried out mainly on the European market, in Italy and Spain in particular; the Group's results are therefore exposed to the risks brought by the economic environment in those countries and by the effectiveness of the economic policies adopted by the different Governments. The operating results, financial position and cash flows of the Cairo Communication Group may be influenced by various factors within the macro-economic environment, such as the increase or decrease of GNP, the level of consumer and corporate confidence, the advertising expenditure/GDP ratio, interest rate trends and cost of raw materials.

The latest figures published by the Bank of Italy in June 2025 (document: Proiezioni macroeconomiche per l'economia italiana) forecast GDP growth for Italy of 0.6% in 2025, followed by 0.8% in 2026 and 0.7% in 2027. For Spain, Banco de España (document: Proyecciones macroeconómicas e informe trimestral de la economía española) expects GDP to grow by 2.4% in 2025, then by 1.8% in 2026 and 1.7% in 2027.

At June 2025, Italy's inflation rate rose by +1.5% year-on-year (ISTAT - FOI index excluding tobacco), while Spain's annual inflation reached 2.3% (National Statistics Institute - INE).

The first half of 2025 was dominated by the ongoing conflicts in Ukraine and the Middle East, with their repercussions extending to the economy and trade. These events persisted in creating a state of significant overall uncertainty. The Group has no direct exposure and/or business activities towards the markets affected by the conflict and/or sanctioned entities.

These conflicts, and their impacts, are still ongoing even at the date of approval of this Half-Year Report.

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