RCS MediaGroup S p A : Annual Report at 31 December 2025

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

RCS MediaGroup S.p.A. Via A. Rizzoli, 8 - 20132 Milan

Share Capital € 270,000,000.00 - Company Register and Tax Code/VAT no. 12086540155, REA no. 1524326 Subject to the direction and coordination of Cairo Communication S.p.A.

Table of Contents

Corporate officers 3

Group overview 4

Information regarding shareholders 5

Group financial highlights of RCS MediaGroup 6

Directors' Report on Group operations of RCS MediaGroup 7

Human resources and the environment 14

Main risks and uncertainties 15

Operating segment performance 19

Financial highlights of RCS MediaGroup S.p.A 32

Business outlook 36

Alternative performance measures 37

Other Information 38

2

Urbano Roberto Cairo Chairman and Chief Executive Officer

Federica Calmi Director

Carlo Cimbri Director

Benedetta Corazza Director

Diego Della Valle Director

Uberto Fornara Director

Veronica Gava Director

Laura Gualtieri Director

Stefania Petruccioli Director

Marco Pompignoli (**) Director

Stefano Simontacchi Director

Marco Tronchetti Provera Director

(*) The Board of Directors in office at the date of approval of this Report was appointed by resolution of the Shareholders' Meeting held on 8 May 2025. The Directors are in office for the years 2025-2026-2027 and therefore until the Shareholders' Meeting called to approve the 2027 financial statements.

(**) Director with delegated powers

While ensuring adherence to the internal regulations and functions of corporate governance in place, the Board of Directors has granted the Chairman and Chief Executive Officer comprehensive powers for the routine administration of the Company. Additionally, specific powers associated with its management have been delegated, with limits on the financial commitments and/or risks that may be incurred for certain types of transactions.

The Board of Directors has also assigned Director Marco Pompignoli the role of overseeing and supervising the administration, finance and management control, legal and corporate affairs, procurement and information systems functions of the RCS Group, in coordination with and in support of the Chairman of the Board of Directors and Chief Executive Officer, granting him a set of powers within the scope of these functions, with limits on the financial commitments and/or risks that may be incurred for certain types of transactions. Director Marco Pompignoli has also been designated by the Board of Directors as Director responsible for the internal control and risk management system.

Enrico Maria Colombo Chairman

Marco Moroni Standing auditor

Maria Pia Maspes Standing auditor

Piera Tula Alternate auditor

Enrico Calabretta Alternate auditor

Maria Stefania Sala Alternate auditor

(*) 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 2024. The Statutory Auditors are in office for the years 2024-2025-2026 and therefore until the Shareholders' Meeting called to approve the financial statements relating to the last of these years.

Deloitte & Touche S.p.A.

(*) In office until the Shareholders' Meeting called to approve the 2026 financial statements.

RCS MediaGroup is one of the top publishing groups in Europe. It is a leader on the Italian and Spanish daily newspaper market, active in magazines, books, television, radio and new media, one of the top players in the advertising sales market (in Italy through the investee CAIRORCS Media S.p.A.) and operates in the distribution field. It is a reference point in sport business through the production of high-quality publishing content and the organization of major sporting events.

As from July 2016, Cairo Communication S.p.A. has become the direct parent of RCS MediaGroup S.p.A., over which it also exercises direction and coordination.

In a global landscape marked by disruptive changes in communication media, RCS MediaGroup pioneers the evolution of the publishing industry, building upon its foundational values and guiding principles and the recognized authority of its content and brands.

In Italy, the RCS Group publishes Corriere della Sera and La Gazzetta dello Sport, leading names in national and sport dailies, as well as local editions and weekly and monthly magazines, including Amica, Dove, Oggi and Abitare and numerous supplements and inserts (weekly and monthly) associated with the two daily newspapers. These include La Lettura, L'Economia, 7, Style Magazine, Living, Cook and iO Donna for Corriere della Sera as well as SportWeek for La Gazzetta dello Sport.

In Spain, the RCS Group is one of the main players in the media sector with the Unidad Editorial Group, which publishes El Mundo and the titles Marca and Expansión, respectively leaders in sports news and in business news. It is active in the magazines market with the women's magazine Telva, as well as with certain other supplements, including Yo Dona and Fuera de Serie. It also has a major presence in the digital market with apps and websites elmundo.es, marca.com and expansión.com.

The RCS Group organizes major world sporting events, including Giro d'Italia, Milano-Sanremo, Il Lombardia, Tirreno Adriatico, UAE Tour, and Milano Marathon.

Through its advertising agency CAIRORCS Media S.p.A., the Group provides client companies with a variety of cross-media and multi-target solutions to meet all communication needs. The range is spread across TV, Newspapers, Magazines and Digital media, with a broad spectrum of prominent titles in Italy. Additionally, through the CairoRcs Media - Brand Solutions structure, it is well-positioned as a partner capable of addressing specific communication needs on three main assets: events, digital branded content and television branded content, with an integrated and multi-platform approach to guide customers along a path of full visibility.

RCS MediaGroup controls m-dis Distribuzione Media S.p.A., a distribution player in Italy in the newsstands channel.

The RCS Group, through its Sfera operations hinged on a business model focused on the early childhood segment, with printing and online activities, direct marketing and trade fairs, is the market leader in Italy and Spain and also has a presence in Mexico with business models similar to Italy's; in France and Portugal, its offer is exclusively digital.

In the books segment in Italy, mention should be made of the publishing house that covers fiction, non-fiction, children's books and miscellaneous books under the Solferino, Cairo and Fuoriscena brands. In Spain, the Group operates in book publishing with the publishing house La Esfera de los Libros.

In the training area, the Group operates in Italy with RCS Academy Business School and in Spain with Escuela de Unidad Editorial (ESUE) and Expansión Business School.

In Italy, the RCS Group has a presence in the radio television communication sector, through the satellite and OTT (over the top) TV channels Caccia and Pesca, and through the web TV channels 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 2025 broadcasted the two digital TV channels GOL (until 17 June 2025) and Dmax, whose content is produced by third parties. On 18 June 2025, as a replacement for GOL, Veo7, a new free-to-air digital terrestrial television channel dedicated mainly to series and cinema, was launched.

Through Unidad Editorial in Spain, the Group holds an investment in Corporaciòn Bermont S.L., a leader in the newspaper printing segment.

• SHARES 1

  No. of ordinary shares 521,864,957

• CHANGE IN PRICES AND VOLUMES (ordinary shares)

  Source: Refinitiv	2025	2024
  High (€)	1.19	0.91
  Date	15 May	15 May
  Low (€)	0.85	0.71
  Date	10 Jan	4 Jan
  December average price (€)	0.94	0.88
  Average volumes (m)	0.25	0.22
  Max. volumes (m)	2.32	1.01
  Date	15 May	17 May
  Min. volumes (m)	0.02	0.01
  Date	8 Sept	8 Feb
  Capitalization (€ m) (at 31 December)	511.0	451.1

• SHAREHOLDER BASE 1

The table below shows shareholders with a stake over 5% at January 2026:

(*) The above shareholders are at the top of the shareholding chain and are not direct shareholders.

Internal source based on information available to the company.

The stakes above represent the percentage of shares in the ordinary capital held by each shareholder. The number of voting rights of each shareholder (and their percentage) may differ from the number of shares held, due to one or more shareholders acquiring Increased Voting rights, as outlined in the Company Bylaws.

‌1 For additional information, reference is made to the Report on Corporate Governance and Ownership Structure.

‌GROUP FINANCIAL HIGHLIGHTS OF RCS MEDIAGROUP

(1) For the definitions of Group EBITDA, EBIT and Net Financial Position or Group net financial debt (liquidity), reference should be made to the section "Alternative Performance Measures" in this Annual Report.

The Board of Directors approved the Group Consolidated Financial Statements and Separate Financial Statements on 24 March 2026.

The year 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 introduction by the United States of tariffs and international trade restrictions since April have further aggravated this uncertainty.

In March 2026, the situation in the Middle East deteriorated further, with the U.S.-Israeli attack on Iran, followed by Iran's military response also targeting the Gulf countries. This conflict has led to the blockade of the Strait of Hormuz, a key trade route, specifically for global hydrocarbon flows, with an immediate increase in energy prices and potential risks of inflationary pressures and a slowdown in global economic activity.

The Group continually monitors developments to minimize the related operating, capital and financial impacts by defining and implementing flexible, timely action plans.

In 2025, the Italian and global economy operated amid ongoing uncertainty driven by persistent geopolitical tensions related to the war in Ukraine and the Middle East. In 2025, GDP in Italy recorded a 0.7% increase versus 2024 (ISTAT). The inflation rate at December 2025 shows a YoY change of +1.1% (ISTAT - FOI index excluding tobacco).

In Spain, GDP in 2025 grew by 2.8% versus 2024 (National Statistics Institute - INE). YoY inflation at December 2025 grew by 2.9% (National Statistics Institute - INE).

Against this backdrop, the Italian advertising market in 2025 (Nielsen January-December 2025) saw an overall 1.6% drop in advertising investment versus 2024. The print media segment saw an overall decrease of 5.4%, with newspapers and magazines down by 3.7% and by 8.6%. TV (-1.8%) and online segment investment (-1.7% excluding search, social and over the top) was also down; the radio segment instead bucked the trend, growing by 1.8%.

In Spain, at 31 December 2025, the gross advertising sales market rose by 0.6% versus 2024 (i2p, Arce Media). The newspaper, magazine, and supplement markets showed declines of 2% and 2.3% versus December 2024. Internet performed well (net of social media, Portals, search, etc.), growing by +12%, and radio by +2.7% (i2p, Arce Media).

In Italy, ADS figures for 2025 show a 6.9% drop in print circulation (traditional and digital) of the main national generalist newspapers. The circulation of major sports newspapers also declined, with a 10.4% decrease in 2025 (ADS January-December 2025).

In Spain, circulation figures at December (OJD) regarding the generalist newspapers market show an overall retreat by 7.7% versus the same period of 2024. Daily sports newspapers and business newspapers fell too, with circulation down by 9.2% and 7.1%.

Against this backdrop, the RCS Group achieved EBITDA of € 142 million, essentially in line (-4%) with 2024 and continued to generate positive cash flows, improving its net financial position by € 8.2 million versus 31 December 2024, after distributing dividends of € 36.3 million to the market. At year end, the net financial position stood in fact at positive € 16 million (positive € 7.8 million at 31 December 2024).

GROUP PERFORMANCE AT 31 DECEMBER 2025

The Group's financial highlights and related comments are shown below.

(€ millions)

Reference to the financial statements

31 December 2025 % 31 December 2024 % Difference Difference

1. These references relate to the corresponding items in the Consolidated Income Statement.

2. Sundry revenue primarily includes income from activities related to events other than just sports, training programs, sales of Italian and Spanish television rights and activities, third-party distribution services, other revenue from the childhood segment, and other digital revenue.

3. For the definitions of EBITDA and EBIT, reference should be made to the section "Alternative Performance Measures" in this Annual Report.

Revenue changed as follows versus 2024.

Consolidated revenue for 2025 totaled € 787.7 million (€ 819.2 million in 2024). The decrease of € -31.5 million was due mainly to lower advertising revenue (€ -16.8 million), lower publishing and circulation revenue (€ -12.7 million), particularly for add-ons (€ -10.5 million), and lower sundry revenue (€ -2 million).

Digital revenue increased to € 220.1 million (€ 219 million in 2024) and accounts for approximately 28% of

total revenue.

(€ millions) Publishing and circulation revenue

attributable to:

• the decrease in Newspapers Italy publishing revenue of € 10.9 million, attributable to the decline in revenue from add-ons (€ -10.2 million). The decline in print circulation revenue was offset by the growth in digital subscription revenue, of Corriere della Sera in particular.

  In 2025, Corriere della Sera and La Gazzetta dello Sport recorded an average circulation of 216 thousand and 132 thousand copies, including digital copies, respectively (ADS January-December 2025). Both newspapers retained their circulation leadership in their respective market segments in 2025 (ADS January-December 2025).

  La Gazzetta dello Sport, in the Audipress 2025/III survey published in February 2026, retained its position as the most-read Italian newspaper with approximately 2 million readers, followed in second place by Corriere della Sera with approximately 1.7 million readers.

  At end December, the total active customer base for Corriere della Sera (digital edition, membership, and m-site) stood at 754 thousand subscriptions, while Gazzetta's pay products (including G ALL, G+, GPRO, and Fantacampionato) totaled 267 thousand subscriptions (Internal Source).

  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-December 2025,

  27.3 million and 15.5 million average monthly unique users and 3.7 million and 2.1 million average daily unique users (Audicom).

  In 2025, the RCS Group in Italy achieved an aggregate figure of 29.3 million average monthly unique users (net of duplications - Audicom).

  The main social accounts of the Corriere System at 31 December 2025 reached 15.3 million total followers (considering Facebook, Instagram, X, LinkedIn and TikTok - Internal Source). The growth of social profiles also continues for La Gazzetta dello Sport, which topped a total social audience of 7 million followers at end December (considering Facebook, Instagram, X, TikTok and YouTube -Internal Source);

• the decrease in Unidad Editorial's publishing revenue of € 2.5 million versus 2024. The decline in print circulation was only partly offset by growth in digital subscriptions.

  In 2025, the average daily circulation of El Mundo, Marca, and Expansión (including digital copies) stood at approximately 49 thousand copies, 44 thousand copies, and 20 thousand copies (OJD). Marca and Expansiòn retained their circulation leadership in their respective market segments also at December 2025 (OJD).

  The latest Estudio General de Medios survey published in December 2025 confirms Unidad Editorial as the daily news leader reaching almost 1.5 million total daily readers with the titles El Mundo, Marca, and Expansión. Marca, with 938 thousand readers, is the most widely read newspaper in Spain, and El Mundo remains steadily the second-largest title among generalists and third among newspapers reaching over 487 thousand readers. Expansión with 114 thousand readers is the most widely read business newspaper in Spain. Radio Marca also delivered excellent results, reaching 620 thousand daily listeners (Monday to Friday), up 22.8% from the third 2024 survey.

  Digital subscriptions (digital edition and Premium) continued to grow, amounting at December 2025 (Internal Source) to approximately 181 thousand subscriptions for El Mundo and approximately 131 thousand for Expansión.

  As part of the online activities, elmundo.es, marca.com and expansión.com reached 37.3 million, 54.3 million and 7 million average monthly unique browsers respectively in 2025, comprising both domestic and foreign browsers and including apps (Google Analytics).

  The social audience of Unidad Editorial Group titles (Internal Source) stands at 13.2 million followers for El Mundo, 21.8 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, TikTok and LinkedIn);

• the increase in publishing revenue of Magazines Italy € 0.2 million, with revenue from add-on products

  declining by € 0.3 million versus 2024 due to the different management model.

  The presence of titles in the Magazines Italy area on social media is becoming increasingly relevant (considering Facebook, Instagram, and TikTok - Internal Source). Specifically, IO Donna recorded a social audience of over one million at December 2025, Amica reached approximately 550 thousand in the same period, while Living topped 950 thousand. Dove grew, with a social audience of approximately 550 thousand, as well as Style, reaching 390 thousand. Lastly, Oggi's social profile audience approaches 530 thousand (Internal Source);

• the substantial stability of circulation revenue from Corporate and Other Activities.

The change in EBITDA versus 2024 is shown below.

3.4 million in costs incurred, especially over the second half of the year, for the launch and start-up phase of the TV channel Veo7.

The following table shows the most significant results by operating segment. For a comment on revenue and

EBITDA, reference should be made to "Operating segment performance":

(€ millions) 2025 2024

Revenue EBITDA % of

revenue

EBIT % of

revenue

Revenue EBITDA % of

revenue

EBIT % of

revenue

included in payroll costs amounted to € 1.4 million (€ 2.5 million in 2024).

For a more detailed commentary on human resources and headcount trends, see the Consolidated Sustainability Reporting included in this Directors' Report on Operations.

the above dynamics of EBITDA.

The share of profits (losses) of equity-accounted investees amounted to negative € 1.2 million (€ -0.9 million in 2024), referring mainly to the pro-rata result of CAIRORCS Media.

Reference to the financial

statements (1)

31 December 2025

%

31 December

2024 %

1. These references relate to the corresponding items in the statement of financial position.

2. For the definition of Group Net Financial Position or Group net financial debt (liquidity), reference should be made to the section "Alternative Performance Measures" in this Annual Report.

Net capital employed amounted to € 564.2 million, down by € 6.8 million versus 31 December 2024 (€ 571 million), attributable mainly to the change in net fixed assets (€ -26.9 million), partly offset by the increase in working capital (€ +16.9 million) and changes in provisions for risks and charges (€ +2.1 million) and personnel-related benefits (€ +1.7 million).

Net fixed assets decreased from € 706.4 million at 31 December 2024 to € 680.2 million at 31 December 2025; the reduction is explained mostly by the effect of amortization and depreciation and write-downs for the year of Intangible and tangible fixed assets, net of their respective expenditure.

Rights of use on leased assets decreased due to certain renewals and new leases, which were more than offset by amortization/depreciation for the year.

Net working capital changed from € -23.4 million at 31 December 2024 to € -7.2 million at 31 December 2025. The main drivers were lower trade receivables (€ -21.3 million) and lower trade payables (€ +24.2 million), together with a net reduction in other net assets and liabilities (€ +13.1 million).

Equity stood at € 462.9 million (€ 443.8 million at 31 December 2024). The change is attributable mainly to the increase from the positive contribution of net profit for the year (€ +54.8 million), and the decrease resulting from the payment of dividends (€ 36.3 million).

At 31 December 2025, the net financial position stood at positive € 16 million (positive € 7.8 million at 31 December 2024). The improvement was driven mainly by the positive contribution from ordinary operations, net of disbursements for dividend distribution of approximately € 36.3 million and for expenditure and non-recurring expenses of approximately € 27.6 million. Ordinary operations were impacted by higher tax of approximately € 8 million, due to the dynamics of IRES advances and balances related to 2024.

The above-mentioned changes in the net financial position are shown below.

Source: Management reporting analyzing major changes in the net financial position. The analysis of flows of cash and cash equivalents in accordance with the provisions of IAS 7 is provided and commented on in the Consolidated Financial Statements.

Total net financial debt, which includes financial payables from leases pursuant to ex IFRS 16 (mainly property

leases), totaling € 117.3 million at 31 December 2025 (€ 135 million at 31 December 2024), amounted to €

101.3 million (€ 127.2 million at 31 December 2024).

For information on RCS Group Human Resources and the Environment, mandated by Article 2428 of the Italian Civil Code, see the Consolidated Sustainability Reporting in this Directors' Report on Operations. This inclusion implements the 2022/2464 CSRD Corporate Sustainability Reporting Directive, transposed into Italian law by Legislative Decree 2024/125, which took effect on 25 September 2024.

RCS 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 mainly by the economic environment in those countries and by the effectiveness of the economic policies adopted by the different Governments.

In 2025, GDP in Italy recorded a 0.7% increase versus 2024 (ISTAT). Growth expectations for the Italian economy over the three-year period 2026-2028 would see GDP growth stand at +0.6% in 2026, +0.8% in 2027, and +0.9% in 2028 (Bank of Italy - Macroeconomic Projections for the Italian Economy December 2025). In Italy, the inflation rate at December 2025 shows a YoY change of +1.1% (ISTAT - FOI index excluding tobacco). Expected inflation (HICP index) is forecast at 1.4% for 2026, 1.6% for 2027 and 1.9% for 2028 (Bank of Italy - Macroeconomic Projections for the Italian Economy December 2025).

In Spain, GDP in 2025 grew by 2.8% versus 2024 (National Statistics Institute - INE). Growth forecasts estimate a change in GDP of +2.2% for 2026 and +1.9% for 2027 (Banco de España - Macroeconomic projections and quarterly report on Spanish economy December 2025). In Spain, according to the National Statistics Institute - INE, YoY inflation at December 2025 rose by 2.9% versus 2.8% at December 2024. Expected inflation is projected to be 2.1% in 2026 and 1.9% in 2027 (Banco de España - Macroeconomic projections and quarterly report on Spanish economy December 2025).

The year 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 to the markets affected by the conflict and/or sanctioned entities.

In 2025, particularly since April, the United States introduced tariffs and international trade restrictions, triggering negotiations that have created significant uncertainty in financial markets and adverse effects on the economy. In late February 2026, the U.S. Supreme Court overturned some of the tariffs introduced, creating further uncertainty over tariff policy.

In early 2026, in Venezuela, the United States captured Nicolás Maduro taking control of the country's oil exports.

In March 2026, the situation in the Middle East deteriorated further, with the U.S.-Israeli attack on Iran, followed by Iran's military response also targeting the Gulf countries. This conflict has led to the blockade of the Strait of Hormuz, a key trade route, specifically for global hydrocarbon flows, with an immediate increase in energy prices and potential risks of inflationary pressures and a slowdown in global economic activity.

The evolution of the current context and its potential effects on the outlook, which are continuously monitored, remain unpredictable as they depend, among other factors, on trends in financial markets and the economy driven by the introduction of tariffs and international trade restrictions, as well as on the developments of ongoing conflicts and their geopolitical repercussions.

The media segment is witnessing an increase in the level of penetration of new online digital media and on social networks, together with technology innovations that are reshaping the preferences of consumers, who are able more and more to request personalized content by directly choosing the source. As a result, this shift is altering the significance of different media channels and audience distribution, leading to increased market fragmentation. Specifically, technological advancements have gradually changed the way content is used, towards more interactive/on demand media, enabling younger audiences to switch to more personalized user options.

RCS constantly monitors the level of penetration of new resources as well as changes in the business model related to the distribution of content available, to assess the opportunity to develop the various distribution platforms.

Against this backdrop, great importance is attached to the ability to:

• organize activities and adapt them to the increasingly rapid changes in markets and consumers;

• swiftly develop a state-of-the-art, responsive, and practical technological solution; this encompasses advancing technology pertaining to artificial intelligence, addressing both the risks associated with third-party use of the Group's editorial content and exploring opportunities within its own operations.

Additionally, dynamics associated with the rapid development and spread of artificial intelligence platforms, their increasing use even as an alternative to search engines, and the introduction of artificial intelligence within search engines (e.g., Google AI Overview and AI Mode) may represent a risk factor for ongoing changes in user behaviour in terms of information search sources and methods, potentially limiting the visibility of editorial content within search results, with a consequent reduction in traffic generated to publishing sites and negative impacts on advertising revenue as well. Against this backdrop, the dependence, for part of publishing site traffic, on the rules set by social platforms and algorithms, particularly Google's, which are also evolving to adapt the search engine to compete with artificial intelligence platforms, is also an additional current risk factor.

The current publishing scenario may lead to business combinations of publishing groups, with a consequent change in the market structures.

Advertising

Among the Group's activities, advertising accounts for approximately 41% of total revenue and, though it has generally higher margins than other RCS activities, it is significantly affected by the trend in the macroeconomic cycle, amplifying its trends and, as a result, influencing the Group's results both in Italy and Spain. The advertising markets in which RCS operates (Nielsen for Italy and i2p, Arce Media for Spain) show a trend that is still partly unfavourable in 2025. Specifically, the Italian advertising market contracted overall by 1.6% and advertising in daily newspapers and magazines declined by 3.7% and 8.6%. A similar situation in Spain, where the overall advertising market, while showing an increase of 0.6%, declines in daily newspapers (-2%) and magazines and supplements (-2.3%).

Total advertising revenue on online media amounted to € 138.2 million in 2025, accounting for approximately

43% of total advertising revenue.

Traditional publishing

One of the main activities of the Group involves selling publishing products in markets that have been experiencing significant changes in Italy and Spain for several years now. These markets are progressively integrating with online information systems. This transition has implications for the distribution of printed products and the concurrent need to adopt suitable strategies for the development of new products and the enhancement of traditional products.

Online

The digital segment may help to mitigate the abovementioned pro-cyclical trend of the advertising market, and counter the trend of the traditional publishing market, as it has gradually established itself (ever since it first appeared) both in Italy and in Spain.

Against this backdrop, RCS developed its digital revenue, which accounts for 28% of total revenue at 31 December 2025. In Spain, digital revenue in the area at 31 December 2025 makes for approximately 43% of the total.

Moreover, it should be noted that the digital segment includes different types of advertising tools, which are constantly evolving, the offer of which could impact customer preferences with margins that may vary based on the device (mobile, pc) and with strong competition coming from OTT (over the tops).

As noted previously, the rapid expansion of artificial intelligence may also be a risk factor.

RCS constantly monitors the developments in this environment to anticipate and/or adapt to any changes.

On the editorial front too, digital innovation and the enhancement of technological platforms aimed at the organic development of digital products, resulted in a major boost of Internet traffic to the Group's main websites and customer profiling, facilitating the introduction and development of forms of paid digital access. The RCS Group pursues and maintains its leadership position through publishing and marketing investment, reorganization plans geared to digital first, with the aim of increasing its range of solutions through both the

development of new formats and the creation of new events (by RCS Sport) in combination with existing formats.

Sporting Events

The group activities correlated with sports, and particularly the organization of sporting events, have an appreciable margin experiencing rapid development. The business is seasonal in nature, as it is correlated with the frequency of the sporting events. This situation directly influences the financial cycle, thereby concentrating greater inflows in certain parts of the year (coinciding with the date of the events).

Other

The Group's results are also affected by the price fluctuations of raw materials, with paper being the primary raw material for the RCS Group, a market characterized by high concentration. Possible increases in procurement costs could also negatively impact on the Group's results.

The Group's activities cover publishing, journalism and printing activities and distribution of publishing

products.

To also increase the efficiency of its cost structure, the RCS Group has, in some cases, outsourced several functions, attaching greater importance to close relationships with suppliers and monitoring activities aimed at guaranteeing and preserving the quality of its production with the help of external suppliers.

On other types of supplies, such as paper in particular, the macroeconomic cycle and the sustainability trends may lead in the future to the conversion of a number of paper mills to the production of paper for packaging and/or closure of a number of paper mills (as was the case in the past), further increasing market concentration and continuing to generate price tensions and supply difficulties, particularly for pink paper.

Certain dealings with suppliers/customers are based on license and/or sponsorship agreements, non-renewal of which on expiry or renewal of which at less favorable conditions could impact on the results and financial position of the Group.

The Group is additionally exposed in terms of distribution to the geographical setup of newsstand sales points. The decrease in their ubiquity over the territory, also brought about by the difficulties the distribution chain of the publishing sector is going through, could generate impacts on the Group's activities and affect its operating and financial results.

As far as relations with employees are concerned, work stoppages or other protests by certain categories of workers (journalists and print workers in particular, given the speed and frequency of the product's economic cycle, regarding in particular the newspaper and the online business) could cause interruptions and, if extended over time, disruptions serious enough to impact the Group's operating and financial results.

The Group brands constitute a fundamental asset for the development of Group activities in both the traditional (print) and digital areas. Events that damage brand prestige (such as piracy or intellectual property infringement) could lead to profit losses and impact the valuation of associated intangible assets.

At 31 December 2025, the Group held € 321.3 million in intangible assets with indefinite useful life. International accounting standards require the periodical assessment of the book value of intangible assets, by means of an impairment test to determine their recoverability (see also Note 31 of this Annual Report). This test is based on financial ratios and estimates of the trend of the activities to which the assets are linked, which are highly sensitive to the financial and economic markets. The main decisions when applying accounting

standards and key sources of estimation uncertainty are commented on in Note 12 of this Annual Report, to which reference is made for further details. Significant changes in the economic and financial environment may lead to significant deviations in the parameters and forecasts as estimated and used in the impairment test. If these changes were negative, write-downs could be made with a significant impact on Group results.

The RCS Group operates within a complex regulatory environment in Italy and abroad. Developments in the relevant regulations involving the introduction of new legal specifications or the amendment of current laws could have significant effects on the Group asset portfolio, as well as on corporate governance and on internal compliance processes.

For risks associated with privacy, data protection, and cybersecurity, see the Consolidated Sustainability Reporting in this Directors' Report on Operations. This inclusion implements the 2022/2464 CSRD Corporate Sustainability Reporting Directive, transposed into Italian law by Legislative Decree 2024/125, which took effect on 25 September 2024.

For risks associated with environmental topics, see the Consolidated Sustainability Reporting in this Directors' Report on Operations. This inclusion implements the 2022/2464 CSRD Corporate Sustainability Reporting Directive, transposed into Italian law by Legislative Decree 2024/125, which took effect on 25 September 2024.

The Group's success also depends on the ability of its executive directors and the other members of the management team to effectively manage the Group and the individual business segments.

Publication directors play an important role in the publications they manage.

The loss of an executive director, publication director or other key person without having a suitable replacement, as well as difficulty in attracting and retaining new and qualified personnel could have adverse effects on the Group's business prospects, earnings and financial position.

The RCS Group's exposure to litigation risks is consistent with the Group's size and business activities. By way of example, unlike other industries, publishing is marked by greater exposure to the risk of civil and criminal litigation for press libel. However, even where RCS lost the case, such disputes gave rise to generally small amounts of compensation compared to the original claims of the counterparty.

The Group manages its capital structure and financial risks in accordance with the assets structure. The Group's objective is to maintain over time a credit rating and capital ratio levels that are adequate to the current credit availability of Italian banks.

Note 14 to this Annual Report provides information regarding interest rate risk, foreign exchange risk, liquidity risk, credit risk and price risk.

The Company is basically exposed to the same risks and uncertainties described for the RCS Group.

‌OPERATING SEGMENT PERFORMANCE

NEWSPAPERS ITALY

The Newspapers Italy area is dedicated primarily to the editing, production and marketing of publishing products relating to the titles Corriere della Sera (Corriere System) and La Gazzetta dello Sport (La Gazzetta dello Sport System). It also includes television activities for the satellite channels Caccia and Pesca and digital development activities. Mention should also be made of the initiative Solferino - i libri del Corriere della Sera and of the RCS Academy business school.

The Corriere System includes the national newspaper, the leading national news and information daily, in addition to a structured, integrated platform of print and digital information media, including a network of local newspapers, the weekly 7, special sections and general interest and specialized supplements, as well as the entire digital offer consisting of the corriere.it website, the digital edition, mobile, the economia.corriere.it section and the apps.

La Gazzetta dello Sport System includes the national newspaper, the leading Italian sports information publication, the weekly Sportweek, special sections and specialized supplements, the gazzetta.it website, the infotainment GazzaNet web network, featuring the latest news and details about the main teams and athletes. Two new sections were added to the network: Gazzetta Motori dedicated to the world of cars and engines, and Gazzetta Active dedicated to the world of practiced sport.

The Newspapers Italy area also includes local editions of the two newspapers.

The segment also includes the television activities relating to satellite television broadcasting in Italy, on the SKY and OTT (over the top) platform with the "Option" channels Caccia (channel 235) and Pesca (channel 236).

The area includes online activities in the travel segment through the website www.doveclub.it, where users can organize "Tailor-made trips" or select from the options provided by "In Viaggio con il Corriere della Sera", "In Viaggio con iO Donna", and "In Viaggio con Dove".

Financial highlights

(1) Revenue from add-ons at 31 December 2025, amounting to € 29.7 million, refers for € 27.8 million to publishing revenue and for € 1.9 million to sundry revenue (the

total at 31 December 2024 was € 40.1 million, of which € 38 million for publishing revenue and € 2.1 million for sundry revenue).

The advertising market in 2025 (Nielsen January-December 2025) saw an overall 1.6% drop in advertising investment versus 2024. The print media segment saw an overall decrease of 5.4%, with newspapers and magazines down by 3.7% and by 8.6%. TV (-1.8%) and online segment investment (-1.7% excluding search, social and over the top) were also down; the radio segment instead bucked the trend, growing by 1.8%.

On the circulation front, compared to 2024, generalist newspapers and sports newspapers in Italy recorded a decline in print and digital circulation of 6.9% and 10.4% (ADS January-December 2025).

The RCS Group continued its efforts in 2025 to build up its publishing products on both digital and traditional channels.

Below are some of the main initiatives implemented in Italy in 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;

• 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, major partnerships were established including with FAI, Teatro alla Scala, Carrefour and Illy;

• 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 lezioni del Corriere was launched, offering content tailored to students preparing for high school graduation (25 new episodes were offered in the last quarter of 2025 alone);

• in 2025, 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 2025. Grande Gazzetta, among other initiatives, with special editions to mark the Milan derby, the start of the new Serie A championship season, and Festa della Donna. Sportweek released special editions dedicated to the start of the Formula1 World Championship, MotoGP, Ski World Cup, Serie A season, the 25th anniversary of the magazine, the new Champions League edition, the most beautiful sports photos of the last twelve months, and profiles of some of the leading sports people of the moment. G Magazine presented monographic issues dedicated to the start of the great cycling season, the Rome International Tennis Championships, the Atp Finals, and the Ski World Cup. There were also certain special external inserts, including those dedicated to Festival dello Sport, Milan Games Week, Milan-Cortina Winter Olympics, and major Italian victories in 2025;

• 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 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 Milano Design Week (7-13 April) with the installation "Solferino 28 «Città paradiso»", an event organized together with 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) and "Tech Emotion

  - The symphony of ecosystems" (28-29 May), the Economia d'Italia event cycle with dedicated events in different Italian regions, Persone e Talenti" (18-19 June). In June, La Gazzetta dello Sport organized "Milano Football Week". In September, Corriere della Sera, iO Donna and Cinematografo.it collaborated on the "Che Spettacolo" initiative (27 August to 6 September), and also held the Il Tempo delle Donne Festival (12-14 September), the first stage of the DisclAImer series of meetings (later

  concluded on 10 December), and the Trento DOC Festival (26-28 September). October featured Il Festival dello Sport in Trento (9-12 October), with over 150 events and 55 thousand attendees, and a large digital audience on Gazzetta.it and ilfestivaldellosport.it (over 108 million video views), Liguria Active Day (25 October), Cook Fest (24-26 October), Festival della Gentilezza (25-26 October), Change (30 October). November featured the Football Business Forum, organized by La Gazzetta dello Sport with SDA Bocconi, the Il Tempo della Salute festival (5-9 November), and the eighth edition of L'Economia del Futuro (19-20 November). December saw the 11th edition of the Gazzetta Sports Awards, and the "Conferenza Nazionale dell'Industria del Riciclo 2025 - Tra crisi e opportunità " event organized by Corriere della Sera and Fondazione Sviluppo Sostenibile (11 December);

• in 2025, new columns and video series were produced on CorriereTV, alongside videos leading up to the Milan-Cortina Olympics, live broadcasts from CorriereTV studios, and subscriber webinars. New talks and podcast series were also produced;

• on 15 July, Corriere Giochi was launched, the new daily digital gaming offering available both at

  corriere.it/giochi and through its dedicated app;

• on 12 September, the sixth edition of Campbus began, the Corriere Login project devoted to technology education in high schools;

• on 15 September, the new homepage of gazzetta.it was released to simplify user navigation, particularly on mobile devices, while enhancing premium G+ content and journalists' bylines;

• in September again, "A Scuola con il Corriere" was launched, the subscription designed by Corriere della Sera for the education sector, providing unlimited access to reliable journalistic content and multimedia teaching tools, natively integrated into the "Google Workspace for Education Plus" suite. Corriere content can be shared by teachers directly through Google Classroom;

• since 13 October, the "App Car" service has been active, enabling users to listen to podcasts and audio articles directly in their car via the Corriere app;

• on 11 November, a new layout was launched for the Motori channel of the Corriere website;

• on 2 December, a new Borsa of Economia section was added to the Corriere website in collaboration with Teleborsa;

• in the last quarter, the strategy for publishing content on the Corriere YouTube channel was revised, and a new type of corporate subscription to the Corriere website was proposed, enabling employees of corporate clients to access corriere.it via the corporate intranet. Partnerships were also established to integrate the Corriere subscription into partner subscription services (such as Revolut and eToro);

• in the area of series, books, and add-ons published in 2025 with Corriere della Sera, La Gazzetta dello Sport, and several of the Group's magazines, initiatives included "Zagor" anastatic strips, the Disney Great Classics collection, "Giappone contemporaneo", "Mente e Corpo in equilibrio", "La Storia raccontata da Franco Cardini", "Lezioni di filosofia", "Pratiche giapponesi per la felicità", the "Albumini", and, to mark the centenary of his birth, a complete collection of Andrea Camilleri's novels and stories featuring Inspector Montalbano, available for the first time on newsstands. Series made publicly available in the latter part of the year include: Mindfulness, "Greco", "Nero come il delitto", "Genitori e figli" and "Giallo Italia". The comics section was expanded with the Kriminal Anastatica series and the Harry Potter - The Collection of figurines.

RCS Academy, the Group's business school, in 2025 launched a total of 25 new master's programs (with a total of 550 participants in the year), including 15 full-time master's programs with internships; completed the training activities for the master's programs launched in autumn 2024; and placed 354 alumni into employment through networks of partner companies, agencies and consulting firms. The total number of graduates from 2019 to end December 2025 was 3,500, most of whom were placed directly into employment.

The Master's in Journalism Corriere method and the Master's in Sports Journalism continue to be successfully delivered. Two new master's were launched during the year: the full-time Luxury Tourism & Travel Management and the part-time Beauty Management.

In 2025, 14 Business talks were held in cooperation with Corriere della Sera and broadcast live on Corriere.it, involving 50 Main Partners and 75 sponsor companies. The meetings target business communities in various sectors, including: Energy, Retail, Healthcare and Pharma, Fashion, Sports, HR, Legal and Innovation.

In November, the 2nd Advisory Board Meeting of the year was held at the Vatican in Rome, involving more than 50 CEOs in a private visit to the Apostolic Palace with Pope Leo XIV, followed by a meeting at the Casina Pio IV on digital humanism.

The partnership with Multiversity on online training also continued: 3 online degree programs in partnership with Mercatorum registered approximately 1000 enrollments in the year, while 4 online master's programs in partnership with Pegaso recorded approximately 340 enrollments during the year.

Regarding Books performance in Italy (GFK), the market at year-end showed a decline versus the same period of the prior year, in both volume (-3%) and value (-2.1%). Publications related to the RCS brands (Solferino, Cairo and Fuoriscena) posted year-end performance of -22.8% in volume and -23.1% in value versus the same period of the prior year, partly affected by last year's presence of highly regarded authors such as Gabanelli, Saviano and Rampini.

***

Publishing revenue from the Newspapers Italy area amounted to € 199 million, down by € 10.9 million versus 2024, due mainly to the decline in revenue from add-ons (€ 10.2 million). The decline in print circulation revenue of the two newspapers was offset by the growth in digital subscription revenue, of Corriere della Sera in particular.

Both newspapers retained their circulation leadership in their respective market segments in 2025 (ADS January-December 2025).

In the first eleven months of 2025, Corriere della Sera and La Gazzetta dello Sport recorded an average circulation of 216 thousand and 132 thousand average copies, including digital copies, respectively (ADS January-December 2025).

La Gazzetta dello Sport, in the Audipress 2025/III survey published in February 2026, retained its position as the most-read Italian newspaper with approximately 2 million readers, followed in second place by Corriere della Sera with approximately 1.7 million readers.

At end December, the total active customer base for Corriere della Sera (digital edition, membership, and m-site) stood at 754 thousand subscriptions, while Gazzetta's pay products (including G ALL, G+, GPRO, and Fantacampionato) totaled 267 thousand subscriptions (Internal Source).

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-December 2025, 27.3 million and

15.5 million average monthly unique users and 3.7 million and 2.1 million average daily unique users (Audicom).

In 2025, the RCS Group in Italy achieved an aggregate figure of 29.3 million average monthly unique users (net of duplications - Audicom).

The main social accounts of the Corriere System at 31 December 2025 reached 15.3 million total followers (considering Facebook, Instagram, X, LinkedIn and TikTok - Internal Source). The growth of social profiles also continues for La Gazzetta dello Sport, which topped a total social audience of 7 million followers at end December (considering Facebook, Instagram, X, TikTok and YouTube - Internal Source).

advertising sales for online media reached approximately 39.9% of total advertising revenue.

***

MAGAZINES ITALY

The Magazines Italy area comprises the publishing, production and marketing activities of a wide range of publishing products. The Magazines segment includes weekly and monthly magazines, regarding the following areas: Women (IO Donna and Amica), Home Furnishings and Interior Design (Living and Abitare), Family (Oggi publications) and Travel & Lifestyle (Style Magazine, Dove). In the multimedia segment, the magazines have a presence through the websites of Living.corriere.it, iO Donna.it, Amica.it, Oggi.it, Doveviaggi.corriere.it, Style.corriere.it, Doveclub.it and Abitare.it, with the digital editions of the publications, and through the social activities of Amica, iO Donna, Dove, Living, Abitare, Style and Oggi.

The Magazines area also includes the Childhood Magazines specialized in the early childhood segment, including the publications Io e il mio Bambino and StylePiccoli, as well as the Imagine title for the Beauty and Cosmetics Area. The publishing business is associated with the controlled distribution of boxed sets containing assorted sample products for mothers, the organization of themed events and fairs (Bimbinfiera), the digital products range (the quimamme.it and stylepiccoli.it websites and the digital editions of the publications), as well as direct marketing activities. Thanks to its business model focused on print and online activities, direct marketing and trade fairs, the Sfera Group is the market leader in Italy and Spain and has a presence in Mexico with business models similar to Italy's; in France and Portugal, its offer is exclusively digital.

The Magazines System also includes the activities of MyBeautyBox S.r.l..

(1) Revenue from add-ons at 31 December 2025 totaled € 1.9 million, of which € 1.7 million attributable to publishing revenue and the remainder to advertising revenue

and sundry revenue (at 31 December 2024, revenue totaled € 2 million and was entirely attributable to publishing revenue).

Advertising investment in print media, particularly magazines, showed a -8.6% decline, amid an overall advertising market that fell by 1.6% versus the same period of 2024 (Nielsen January-December 2025).

The magazine circulation market, referring to titles reported in ADS, dropped by 7.5% in 2025 for weeklies (print and digital copies) versus the same period of the prior year. For monthlies, the same figure shows a 6.7% decline (Internal source based on ADS figures; weeklies with more than 48 editions and monthlies with more than 10 editions).

The Childhood segment is closely linked to the trend in births, which have been on a constant decline since 2008. In Italy, the 2025 figures show a 4.2% decline in November versus the same period of 2024, with 324 thousand new births. In Spain, after ten years of steady decline, the birth rate increased for the first time: +1% versus the prior year, with 321 thousand new births. In France, new births are estimated to have fallen by 2.1% to 645 thousand by end 2025. In Mexico, the number of new births registered, updated to 2024, is down by 4.5%; the 2025 projection, pending the release of official data (in September 2026), confirms the downward trend (ISTAT for Italy, INE-Institut Nacional de Estadistica for Spain, INSEE-Institut National de la Statistique et des Etudes Economiques for France, INEGI for Mexico).

In 2025, consolidated revenue in the Magazines Italy area totaled € 61.2 million, down € -4 million versus the same period of 2024. The decline includes € -2.2 million from lower advertising revenue and € -2 million from sundry revenue, partly offset by a € 0.2 million increase in publishing revenue.

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

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

• 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;

• from 8 to 15 June and from 20 to 23 November, Dove and Corriere della Sera held "Il Tempo del

  Viaggio";

• on 3 June, Amica launched AMICA Book Club, a new multichannel project dedicated to reading;

• from 17 to 21 September, the magazines Amica, iO Donna, Style, and Imagine served as media partners

  of "Milano Beauty Week";

• on 1-2 November, the 61st Bimbinfiera was held;

• on 30-31 October, the event "Visioni e Visionari", organized by Style Magazine to celebrate the magazine's 20th anniversary, was held at Armani/Teatro;

• on Saturday, 8 November, iO Donna reissued, for the third year, a special edition consisting of three different booklets, 404 pages in total, titled "Single, Coppia, Famiglia", dedicated to exploring individuality, relationships in twos, and sociability.

The presence of titles in the Magazines Italy area on social media is becoming increasingly relevant (considering Facebook, Instagram, and TikTok - Internal Source). Specifically, IO Donna recorded a social audience of over one million at December 2025, Amica reached approximately 550 thousand in the same period, while Living topped 950 thousand. Dove grew, with a social audience of approximately 550 thousand, as well as Style, reaching 390 thousand. Lastly, Oggi's social profile audience approaches 530 thousand (Internal Source).

Childhood segment, and in particular, revenue from Mexico - a country currently facing economic uncertainty.

ADVERTISING AND SPORT

The Advertising and Sport area is composed of Advertising and sundry events and Sporting Events activities, as commented below.

In view of RCS's role as principal (pursuant to IFRS 15) in the execution of advertising sales contracts, RCS

continues to recognize revenue earned from advertisers in the income statement.

The investee CAIRORCS Media is measured at equity. The relevant result is recorded in the income statement under "Share of income (expense) from equity-accounted investees".

The Sporting Events area, comprising RCS Sport S.p.A. and RCS Sports & Events S.r.l. (and their subsidiaries RCS Sports and Events DMCC, Società Sportiva Dilettantistica RCS Active Team a r.l. and Consorzio Milano Marathon S.r.l., the latter merged into RCS Sport S.p.A. in October 2025), is positioned as one of the top players on the Italian and international stage in the organization and management of high-profile mass national and international events for a variety of sports (including Giro d'Italia, Milano Sanremo, Tirreno Adriatico, Il Lombardia, Next Gen, UAE Tour, Giro d'Italia Women in cycling, Milano Marathon in running, and Gran Fondo Strade Bianche among the cycling events for amateurs), by providing a full and customized range of services, also on behalf of third parties, as well as advertising sales activities.

The advertising market in 2025 (Nielsen January-December 2025) saw an overall 1.6% drop in advertising investment versus 2024. The print media segment saw an overall decrease of 5.4%, with newspapers and magazines down by 3.7% and by 8.6%. TV (-1.8%) and online segment investment (-1.7% excluding search, social and over the top) were also down; the radio segment instead bucked the trend, growing by 1.8%.

million versus 31 December 2024, attributable to advertising sales.

60.1 million, an increase of € 2.9 million versus 2024.

In the Sporting Events area, 2025 saw the organization of the main portfolio sporting events and related initiatives. In February, both the 2025 UAE Tour Women and UAE Tour Men were held. 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. Tirreno Adriatico took place starting 10 March, followed by Milano Torino on 19 March, finishing at the top of the Superga hill. 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% average 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. It concluded in Rome, with a stage passing through Vatican City and its Gardens, where Pope Leo XIV extended his blessing to the riders. Several events linked to the Giro were held, including 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 TV audience share (18.63%) since 2020 for the "Diretta" and "All'arrivo" segments, with over 2 million viewers in 4 different stages (Auditel). Globally, Giro d'Italia reaches an audience of approximately 650 million television viewers across five continents (Internal Source based on Nielsen data). On the digital side, it 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

Giro Next Gen, aimed at under-23 riders.

In early July, Giro d'Italia Women 2025 began - one of the most prestigious cycling Grandi Giri for women, included in the Women's World Tour calendar since 2016.

Gran Piemonte, Il Lombardia and Gran Fondo Lombardia Felice Gimondi races took place on 9, 11 and 12 October. On running, the Wizz Air Rome Half Marathon took place on 19 October through the Capital's historic centre. In the latter part of 2026, one of the most significant events was Presentazione del Giro d'Italia 2026. The men's Giro d'Italia 2026 will start in Bulgaria on 8 May with the first three stages; the women's Giro d'Italia will start on 30 May taking off from Cesenatico.

In 2025, several Business Forums related to Giro d'Italia, dedicated to analyzing the bike economy and the cycling tourism sector, were also organized, focusing on promoting Made in Italy; this format was devised three years ago in collaboration with the Banca Ifis Research Office and ICE - Agency for the promotion abroad and the internationalization of Italian companies.

The main social accounts of the sporting events area, at 31 December 2025, reached 7 million total followers (considering Facebook, Instagram, X, YouTube, Threads and TikTok - Internal Source).

Total EBITDA for the area was € 43.7 million, in line with 2024.

UNIDAD EDITORIAL

Unidad Editorial is one of the main players in the Spanish publishing market, where it operates under several media and brands. It operates in newspapers and magazines, book publishing, the radio sector, event and conference organization, and training with Escuela de Unidad Editorial (ESUE) and, starting in 2024, with Expansión Business School. It also owns, through Veo TV, a multiplex for national digital television transmission.

The group publishes the major generalist daily El Mundo and is a leader in sports and business news through the daily newspapers Marca and Expansión. Unidad Editorial has a strong presence in the digital sphere with the web pages and apps elmundo.es, marca.com and expansión.com.

The Unidad Editorial group has also expanded its international presence significantly with the Marca brand through site variants such as Marca USA, Mexico, and the English version.

It is active in the magazines market with the women's magazine Telva, as well as with certain other supplements, including YO Dona and Fuera de Serie.

In book publishing, it operates together with the publishing house La Esfera de los Libros.

It operates in radio with Radio Marca, the top national sports radio station.

In digital television in 2025, it launched, via the VEO multiplex, two digital TV channels, GOL (until 17 June 2025) and DMax, with content produced by third parties. On 18 June 2025, as a replacement for GOL, Veo7, a new free-to-air digital terrestrial television channel dedicated mainly to series and cinema, was launched.

1. Revenue from add-ons at 31 December 2025 was € 0.3 million, entirely attributable to publishing revenue (at 31 December 2024, it was € 0.6 million, attributable to publishing revenue of € 0.3 million and sundry revenue of € 0.3 million).

   Market trend

   In 2025, the Spanish gross advertising sales market reported a 1% increase versus 2024 (i2p, Arce Media). The newspaper, magazine, and supplement markets showed declines of 2% and 2.3% versus December 2024, while the TV segment also fell by -9.3%. Internet performed well (net of social media, Portals, search, etc.), increasing by 12%, as well as the radio segment by +2.7% (i2p, Arce Media).

   Newspaper sales performance in 2025 declined versus the same period of 2024. Cumulative circulation figures for 2025 (OJD) for generalist, sports, and business newspapers recorded overall decreases of 7.7%, 9.2%, and 7.1%, respectively, versus the same period of 2024.

   Performance

   In 2025, initiatives to maintain and develop revenue continued by strengthening Unidad Editorial Group's editorial offerings. This included enhancing existing titles and launching new products on the market.

   Specifically:

   • starting 1 March, Yo Dona unveiled a new design and refreshed its editorial offering to mark the 20th anniversary of its launch, followed in September by an event celebrating Spanish fashion;

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

   • 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. The channel in the October-December 2025 quarter already reached an average share of 0.83% in all-day and 0.84% in prime time. These positive results are also confirmed in the two-month period January-February 2026, with an average share of 0.87% in all-day and 0.9% in prime time;

   • throughout 2025, major events continued to be organized, 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, the October GreenWorld & Sustainability meeting by Expansión dedicated to green transformation, the Tiempo de Las Mujeres de Yodona summit, Telva 's Moda award and the third edition of Ennova Health by Correo Farmaceutico and Diario Medico, the Inteligencia Artificial y nuevas tecnologías by Expansión, the Gran Galá del Deporte by Marca, the Premios Telva Artes, Ciencias y Deporte, and the 20 Aniversario de los Premios Cosmética y Farmacia de Correo Farmacéutico;

   • to coincide with the new Club World Cup, Marca launched a special edition of LigaFantasy;

   • during the period, 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;

   • in July, the "Stock Exchanges and Markets" section of elmundo.es was expanded with a new Early Results area;

   • in September, Marca's website enhanced its Gaming section and relaunched MarcaEntradas, a dedicated space for purchasing tickets for sporting and non-sporting events;

   • at end September an updated version of the Marca app was made available to users, with a new, more usable design and new features;

   • in October El Mundo launched its new Juegos section, offering free games on its web page;

   • the last quarter of the year saw the launch of the Escuela de Unidad Editorial master's program (6 in-person master's and one course), and the meeting on "La IA: el fin de la educación tal y como la conocemos" and the workshop "Neuro comunicación, la ciencia de una Marca Personal auténtica" took place;

   • also in the last quarter, Radio Marca's excellent year saw the launch of two new programmes, "Aliñados", on the Cuisine world, and the new nightly programme "El Futbolín". A new podcast section was also created in the online edition;

   • since December, Marca's website has autoplayed all Formula E races on its home page via the official Spanish signal provided by the organization and distributed through YouTube.

   ***

   Unidad Editorial's consolidated revenue in 2025 totaled € 204.3 million (€ 217.7 million in 2024). Advertising revenue decreased by € 7 million, publishing revenue by € 2.5 million, and sundry revenue by € 3.9 million. In 2025, digital revenue in the area made for approximately 43% of the total.

   Publishing revenue in 2025 totaled € 67.3 million (€ 69.8 million in 2024). The decline in print circulation was only partly offset by growth in digital subscriptions.

   Including digital copies, at December 2025 the average daily circulation of El Mundo, Marca and Expansión stood at approximately 49 thousand copies, approximately 44 thousand copies and approximately 20 thousand copies (OJD). Marca and Expansiòn retained their circulation leadership in their respective market segments also at December 2025 (OJD).

   The latest Estudio General de Medios survey published in December 2025 confirms Unidad Editorial as the daily news leader reaching almost 1.5 million total daily readers with the titles El Mundo, Marca, and Expansión. Marca, with 938 thousand readers, is the most widely read newspaper in Spain, and El Mundo

   remains steadily the second-largest title among generalists and third among newspapers reaching over 487 thousand readers. Expansión with 114 thousand readers is the most widely read business newspaper in Spain. Radio Marca also delivered excellent results, reaching 620 thousand daily listeners (Monday to Friday), up 22.8% from the third 2024 survey.

   Digital subscriptions continued to grow, amounting at December 2025 to approximately 181 thousand subscriptions for El Mundo and approximately 131 thousand subscriptions for Expansión (Internal Source).

   As part of the online activities, elmundo.es, marca.com and expansión.com reached 37.3 million, 54.3 million and 7 million average monthly unique browsers respectively at December 2025, comprising both domestic and foreign browsers and including apps (Google Analytics). At December 2025, the international English-language version of Marca recorded 12.9 million average monthly unique browsers, included in the abovementioned marca.com browsers (Google Analytics).

   In December, the latest GFK DAM survey ranked the online edition of Mundo as the audience leader among Spanish daily newspapers, with 19.7 million unique users. It ranked second on an average annual basis, with

   17.9 million unique users. In December, ranking second in their respective target segments: Marca with 13.1 million users and Expansión with 5.7 million users.

   The social audience of Unidad Editorial Group titles (Internal Source) stands at 13.2 million followers for El Mundo, 21.8 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, TikTok and LinkedIn).

   Advertising revenue totaled € 102.4 million in 2025 (€ 109.4 million in 2024). Total advertising sales for

   online media reached 65.2% of total advertising revenue.

   Sundry revenue totaled € 34.6 million versus € 38.5 million in 2024.

   EBITDA in 2025 came to € 36.7 million (€ 37.7 million before non-recurring expense and income) versus € 43 million in 2024 (which had no non-recurring expense), marking a decrease of € 6.3 million (€ 5.3 million before non-recurring expense and income). The change in EBITDA is attributable mainly to costs incurred (€ 3.4 million), particularly in the second half of the year, for the launch and start-up of the Veo7 TV channel.

   CORPORATE AND OTHER ACTIVITIES

   Segment profile

   This area includes the service structures providing support to other group companies and business units of the Group, in addition to the distribution activities of m-dis Distribuzione Media.

   Activities in support of other areas of the Group include, in particular, the IT, administration and tax, management control, finance and treasury, procurement, legal and corporate affairs, human resources and facility management areas, serving the Italian operating segments. Added to these are the structures responsible for group-wide policy-making, control and coordination.

   The corporate area supports Fondazione Corriere della Sera, whose activities are targeted at the cataloguing and custody of the archives of Corriere della Sera and the main RCS Group magazines. The Foundation increases the archive and cultural value of its assets through intense activities involving debates, conferences, publications and photographic and documentary exhibitions.

   M-dis Distribuzione Media is one of Italy's leading national distributors in the circulation and distribution of editorial and non-editorial products in the newsstands channel, of both publications intended for the general public and specialist press, the sale of online telephone top-ups, bills and fines payment services for the main agencies and companies, as well as the goods provided for in its bylaws, to companies (Local Distributors) and other authorized resellers located across the Country.

   m-dis Distribuzione Media S.p.A. is also the owner of the PrimaEdicola brand, which identifies the network of affiliated Italian newsstands that offer, also through the primaedicola.it website, innovative services for the end customer to improve both the purchasing experience of editorial products and the use of complementary services such as the collection of products ordered on e-commerce websites.

   The area also includes RCS Innovation S.r.l., established to serve as a hub of digital expertise by leveraging qualified resources with specific know-how in publishing. The company will play an active role in driving the RCS Group's digital transformation through research and development activities tied to the product and service portfolio the Group plans to launch in the coming years. The company also seeks to promote innovation and efficiency, both essential for competing in today's publishing industry, where new global digital players continue to challenge traditional and local publishers.

   Financial highlights

   (€ millions)
   Publishing and circulation revenue	23.8	24.0	(0.2)	(0.8)
   Sundry revenue	56.4	56.9	(0.5)	(0.9)
   Total revenue from sales and services	80.2	80.9	(0.7)	(0.9)
   EBITDA	(1.2)	(3.6)	2.4	(66.7)

   2025 2024 Change % change

   Performance Consolidated revenue from the area amounted to € 80.2 million, decreasing by € 0.7 million versus 2024 (€

   80.9 million).

   EBITDA from the Corporate and Other Activities area came to € -1.2 million, up by € 2.4 million versus 2024, an improvement of € 4.1 million attributable to m-dis.

   ‌FINANCIAL HIGHLIGHTS OF RCS MEDIAGROUP S.P.A.

   RCS MediaGroup S.p.A. publishes Corriere della Sera and La Gazzetta dello Sport, leading national and sports newspaper titles, as well as weekly and monthly magazines, including Amica, Dove, Oggi and Abitare and many supplements and inserts (weekly and monthly) linked to the two newspapers, such as La Lettura, L'Economia, 7, Style Magazine, Living, Cook, IO Donna and SportWeek, and is also a leader in the early childhood segment with a product range encompassing print, online, e-commerce, direct marketing, events and fairs dedicated to such segment.

   In Italy, RCS MediaGroup operates in radio television communication through the satellite channels Caccia and Pesca. In the books segment, mention should be made of the publishing house that covers fiction, non-fiction, children's books and miscellaneous books under the Solferino, Cairo and Fuoriscena brands. On the training front, the Group operates through the RCS Academy business school.

   Additionally, RCS MediaGroup S.p.A. conducts direction and coordination activities for the subsidiaries offering, in particular, IT, administration and tax, finance and treasury, procurement, legal and corporate affairs, human resources and facility management activities, serving the various operating segments.

   The Company closed 2025 with a net profit of € 42.4 million, an improvement versus 2024 (net profit of € 34

   million).

   The company's restated income statement, together with prior year comparatives, is shown below:

   (€ millions)

   Reference to the separate financial statements

   2025 % 2024 %

   Difference

2. A A A-B

1. For the definitions of EBITDA and EBIT, reference should be made to the section "Alternative Performance Measures" in this Annual Report.

2. These notes relate to the corresponding items in the income statement.

Net revenue in 2025 amounted to € 438.2 million (€ 458.2 million in 2024). The decrease of € 20 million versus 2024 is attributable to circulation revenue and advertising revenue, while sundry revenue confirmed its performance.

The decrease in circulation revenue (€ 10.7 million) versus 2024 stems mainly from the drop in revenue from

add-ons (€ -10.5 million).

Both newspapers retained their circulation leadership in their respective market segments at December 2025 (ADS January-December 2025).

Advertising revenue amounted to € 180.8 million, down versus € 190.1 million in 2024.

Sundry publishing revenue amounted to € 34.8 million, in line with 2024.

Operating costs decreased by € 11.6 million to € 223.6 million (€ 235.2 million in 2024). The Group's reduction in operating costs is attributable to lower transportation costs and lower purchases and consumption of raw materials and other inputs.

Payroll costs amounted to € 152.6 million, down by € 3 million versus 2024 (€ 155.6 million), and included

non-recurring expense of € 1 million for ongoing restructuring (in 2024 € 2 million net non-recurring expense).

Net provisions for risk amounted to € 1.5 million, down from € 4.7 million in 2024. 2024 included non-recurring reorganization expense totaling € 2.8 million.

EBITDA came to positive € 59.8 million (€ 62.6 million in 2024) and reflected these factors.

EBIT stood at € 22.6 million (€ 23.7 million in 2024), reflecting EBITDA performance and the € 0.8 million

write-down (€ 2.3 million write-down in 2024) related to the Sfera goodwill.

Net financial expense totaled € 1.4 million (net income of € 1.1 million in 2024). The change reflects financial income of approximately € 1.4 million in 2024 from the financial component arising from the application of IFRS 16, plus lower net income from centralized treasury management, only partly offset by lower net financial expense towards the banking system and under IFRS 16.

Net income from financial assets amounted to € 27.8 million (net income of € 17.4 million in 2024) and included € 34.1 million from dividends received from the subsidiaries RCS Sports & Events S.r.l. (€ 22.5 million), RCS Sport S.p.A. (€ 10.2 million), RCS Produzioni Milano S.p.A. (€ 0.7 million), RCS Produzioni

S.p.A. (€ 0.4 million) and RCS Produzioni Padova S.p.A. (€ 0.3 million), partly offset by write-downs of certain investments measured at cost (totaling € 6.3 million) to align their carrying amounts with their recoverable value. Reference is made to the specific notes in the separate financial statements of RCS MediaGroup S.p.A. for the measurement of investments.

Income tax for 2025 came to negative € 6.6 million (negative € 8.2 million in 2024), referring to the tax consolidation expense transferred to the consolidating company Cairo Communication (€ -3.6 million), the IRAP provision for the year (€ -2.1 million), and the net negative effect of deferred tax assets and liabilities (€

-0.9 million).

The highlights from the statement of financial position are summarized below:

1. These references relate to the corresponding items in the statement of financial position.

2. For the definition of Group Net Financial Position or Group net financial debt (liquidity), reference should be made to the section "Alternative Performance Measures" in this Annual Report.

Net fixed assets amounted to € 595.5 million (€ 612 million at 31 December 2024). Property, plant and equipment decreased by € 3.2 million, due mainly to annual depreciation. Rights of use of leased assets decreased by € 13.7 million, due to annual depreciation. Intangible assets were substantially in line. Note the partial write-down of the Sfera goodwill of € 0.8 million.

Financial fixed assets were broadly in line with the position at the end of the prior year. Reference is made for further details to the specific notes in the separate financial statements of RCS MediaGroup S.p.A..

Net working capital at 31 December 2025 came to positive € 30.2 million (positive € 19.4 million at 31 December 2024). The change includes a € 10.7 million decrease in trade payables and a € 7.4 million decrease in trade receivables, while inventory remained broadly in line (€ +0.4 million). Other net liabilities decreased by a total of € 7.1 million.

Employee benefits decreased to € 20 million versus € 21.7 million at 31 December 2024.

Provisions for risks and charges decreased to € 23.9 million from € 26.8 million at 31 December 2024.

Net capital employed amounted to € 581.6 million (€ 582.6 million at 31 December 2024) and reflects these

effects.

Equity increased from € 521.1 million at 31 December 2024 to € 527.6 million at 31 December 2025. The net increase of € 6.5 million is attributable to profit for the year of € 42.4 million and other positive changes in equity of € 0.3 million, offset by dividends distributed in 2025 of € 36.2 million.

RCS MediaGroup S.p.A.'s net financial position at 31 December 2025 stood positive € 40.7 million (positive

€ 47.6 million at 31 December 2024). The change is attributable mainly to: (i) receipt of dividends from subsidiaries totaling € 34 million and a positive contribution from operations, more than offset by (ii) dividend distributions totaling € 36.2 million, (iii) outlays for capital expenditure in fixed assets totaling € 18.7 million, and (iv) payments to cover losses to subsidiaries totaling € 7 million. Further information is found in the statement of cash flows.

Financial liabilities from leases, pursuant to IFRS 16, amounted to € 94.7 million at 31 December 2025 (€

109.1 million at 31 December 2024). The change is attributable mainly to property rental payments.

The year 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.

In 2025, particularly since April, the United States introduced tariffs and international trade restrictions, triggering negotiations that have created significant uncertainty in financial markets and adverse effects on the economy. In late February 2026, the U.S. Supreme Court overturned some of the tariffs introduced, creating further uncertainty over tariff policy.

In early 2026, in Venezuela, the United States captured Nicolás Maduro taking control of the country's oil exports.

In March 2026, the situation in the Middle East deteriorated further, with the U.S.-Israeli attack on Iran, followed by Iran's military response also targeting the Gulf countries. This conflict has led to the blockade of the Strait of Hormuz, a key trade route, specifically for global hydrocarbon flows, with an immediate increase in energy prices and potential risks of inflationary pressures and a slowdown in global economic activity.

In 2025, the Group met the public's strong need to stay informed through its information offering, ensuring a timely service to its readers. The daily editions of Corriere della Sera and La Gazzetta dello Sport in Italy, and of El Mundo, Marca and Expansión in Spain, the Group's magazines and web and social platforms have played a pivotal role in informing, focusing on their mission as a non-partisan, trustworthy public service, and establishing themselves as authoritative players in daily print and online information, with strong digital traffic figures.

Developments in the current environment and their potential effects on the outlook, which are monitored on an ongoing basis, remain unpredictable as they depend, among other factors, on the evolution and duration of ongoing conflicts, their geopolitical effects and repercussions on financial markets and economic trends, and uncertainties related to tariffs and restrictions on international trade.

Considering the actions already taken and those planned, and barring any deteriorating impacts resulting from developments in Ukraine and the Middle East, and/or the introduction of tariffs or international trade restrictions, the Group believes that it can set the goal of achieving strongly positive EBITDA margins in 2026

- basically in line with those of 2025 - and continuing to generate additional cash from operations. Developments in the ongoing conflicts, the overall economic climate and the core segments could, however, affect the full achievement of these targets.

In order to provide a clearer picture of the financial performance of the RCS Group, besides of the conventional financial measures required by IFRS, a number of alternative performance measures are shown that should, however, not be considered substitutes of those adopted by IFRS. In line with CONSOB Communication no. 0092543 of 3 December 2015 and ESMA Guidelines 2015/1415, the criteria used for building the main alternative performance measures - which Management considers useful for monitoring Group performance -are provided below.

from equity-accounted investees", and "Other income (expense) from financial assets/liabilities".

With regard to the contract for the purchase of RCS Libri S.p.A., commented on in the 2016 - 2024 Annual Reports, and to the earn-out established therein, it should be noted that the required procedures for verifying the existence (or less) of the conditions for payment of the earn-out and, in such case, for its determination, as set out in the sale contract, have been put in place and have not yet been completed.

For comments, reference is made to Note 31 of this Annual Report; any research activities are recognized in the income statement in line with the provisions of IFRS.

At 31 December 2025, there were 4,479,237 treasury shares in the portfolio, equal to a total of 0.86% of the entire share capital.

At 31 December 2025, no shares in parent companies were held, either directly or through trust companies or intermediaries. No shares of parent companies were purchased or sold during the year, either directly or through a trust company or third party.

Reference is made to the comments in the specific Notes for an analysis of related party transactions. For the procedural rules adopted for related-party transactions, including those under Article 2391 bis of the Italian Civil Code, please refer to the procedure adopted by RCS MediaGroup S.p.A. pursuant to the Regulations approved by CONSOB with Resolution no. 17221 of 12 March 2010, as subsequently amended and supplemented. The Board of Directors of RCS MediaGroup S.p.A. approved the latest version of this procedure on 18 March 2025 (effective on the same date). The Company published it on its website https://www.rcsmediagroup.it in the "Governance" section and discloses it in the Report on Corporate Governance and Ownership Structure.

Reference should be made to Note 5 for a list of the significant events during the year.

Reference should be made to Note 6 for a list of the significant events after year end.

With regard to compliance with articles 15 and 18 of the CONSOB Market Regulation, as amended by CONSOB Resolution no. 20249 of 28 December 2017, relating to the conditions for the listing of shares of companies with control over companies established and regulated under the law of non-EU countries, three subsidiaries fall under the scope of Article 15 (none of them qualify as individually material for the purposes of the CONSOB definition), the conditions contained in Article 15, paragraph 1 have been complied with, and procedures are in place to ensure that such compliance is maintained.

Report on Corporate Governance and Ownership Structure (Article 123-bis of Legislative Decree no. 58 of 24 February 1998)

The Report on Corporate Governance and Ownership Structure, containing information on RCS MediaGroup S.p.A.'s compliance with the Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee promoted by Borsa Italiana S.p.A., as well as the additional information pursuant to paragraphs 1 and 2 of Article 123-bis of Legislative Decree no. 58 of 24 February 1998, is also published within the time limits of law on the Company website https://www.rcsmediagroup.it in the Governance Section.

Participation in the regulatory simplification process adopted by CONSOB resolution no. 18079 of 20 January 2012. Disclosure pursuant to Articles 70, paragraph 8, and 71, paragraph 1-bis of CONSOB regulation no. 11971/99 as amended

As of 7 August 2012, the RCS MediaGroup S.p.A. Board of Directors, pursuant to Article 3 of CONSOB resolution no. 18079 of 20 January 2012 and in relation to the provisions of articles 70, paragraph 8, and 71, paragraph 1-bis of CONSOB regulation no. 11971/1999 as amended, decided to make use of the right to exemption from the informational document publication obligations set forth in the above-mentioned CONSOB regulation at the time of significant mergers, spin-offs, share capital increases through the contribution of goods in kind, acquisitions and disposals.

The Company is subject to the direction and coordination (under Article 2497 et seq. of the Italian Civil Code) of Cairo Communication S.p.A..

Transactions with Cairo Communication S.p.A. and the companies subject to its direction and coordination are indicated in the specific notes, in particular in Note 16 Related party transactions in the Consolidated Financial Statements and Note 46 Direction and Coordination Activities in the separate financial statements of RCS MediaGroup S.p.A..

Pursuant to Article 2.6.2, paragraph 8, of the Regulations of the Markets Organized and Managed by Borsa Italiana S.p.A., the meeting of the Board of Directors of 18 March 2026 certified that there were no conditions preventing the listing of shares of subsidiaries subject to direction and coordination by another company pursuant to Article 16 of CONSOB Regulation 20249 of 28 December 2017. Specifically, the Company: (i) complies with the disclosure obligations set forth in Article 2497-bis of the Italian Civil Code; (ii) has an independent negotiating ability in relations with customers and suppliers; (iii) does not have a centralized treasury relationship with Cairo Communication S.p.A. (or with another company controlled by Cairo Communication S.p.A. other than the group headed by the Company). Additionally, the majority of the Company's Board of Directors is made up of independent directors, while the Control, Risk and Sustainability Committee and the Remuneration and Appointments Committee are made up exclusively of independent directors.

CONSOLIDATED SUSTAINABILITY REPORTING

The following section includes the Consolidated Sustainability Reporting, hereinafter referred to also as "Reporting", prepared pursuant to Legislative Decree 125/2024 of 6 September 2024, which transposed European Directive 2022/2464 "Corporate Sustainability Reporting Directive - CSRD" and the requirements of EU Regulation 2020/852 of the European Parliament and Council and its Delegated Regulations.

General Information

ESRS 2 General disclosures

• Preparation criteria

• Governance

• Strategy

• Management of impacts, risks, and opportunities

• Policies

  Environmental Information

  Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) ESRS E1 - Climate change

• Governance

• Strategy

• Management of impacts, risks, and opportunities

• Metrics and targets

  ESRS E3 - Water and marine resources

• Management of impacts, risks, and opportunities

• Metrics and targets

  ESRS E4 - Biodiversity and ecosystems

• Strategy

• Management of impacts, risks, and opportunities

• Metrics and targets

  ESRS E5 - Resource use and circular economy

• Management of impacts, risks, and opportunities

• Metrics and targets

  Social Information

  ESRS S1 - Own workforce

• Strategy

• Management of impacts, risks, and opportunities

• Metrics and targets

  ESRS S2 - Workers in the value chain

• Strategy

• Management of impacts, risks, and opportunities

• Metrics and targets

40