RCS MediaGroup S p A : Board of Directors’ Explanatory Report regarding item 2 on the Agenda - Appointment of the Board of Directors

ORDINARY SHAREHOLDERS' MEETING

8 May 2025 - Single call

Board of Directors' Explanatory Report regarding item 2 on the Agenda

(prepared pursuant to Article 125-ter of Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented)

Via Angelo Rizzoli 8 - 20132 Milan

Share capital € 270,000,000 - Company Register and Tax Code/VAT no. 12086540155, REA no. 1524326

Report on item 2 on the agenda

Item 2 on the agenda - Appointment of the Board of Directors:

• a) determination of the number of members of the Board of Directors;

• b) appointment of the members of the Board of Directors;

• c) appointment of the Chairman of the Board of Directors;

• d) determination of the remuneration of the members of the Board of Directors;

• e) derogations to the non-compete clause under Article 2390 of the Italian Civil Code.

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Shareholders,

Mention should be made that on the occasion of the Ordinary Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2024, convened on 8 May 2025 in single call, the Board of Directors of the Company, appointed by the Ordinary Shareholders' Meeting on 3 May 2022 for the three-year period 2022-2024, will expire.

You are therefore called to renew the members of the Board of Directors for the years 2025-2026-2027, i.e. until the Shareholders' Meeting for the approval of the Financial Statements of the last of these years.

With regard to the appointment of the members of the Board of Directors, it should be noted that the appointment is carried out by list voting system, pursuant to Article 10 of the Bylaws (available on the Company websitewww.rcsmediagroup.it Corporate Governance section) and the applicable legal and regulatory provisions in force.

In accordance with the Bylaws, the Company is managed by a Board of Directors composed of seven to fifteen members who hold office for three years, with their term expiring on the date of the Shareholders' Meeting convened to approve the financial statements relating to the last year in office; they are appointed by the Shareholders' Meeting on the basis of lists in which the candidates must be listed in number order.

The directors shall satisfy the requirements of the legal regulations in force and of the Bylaws and are eligible for re-election.

Additionally, a certain number of directors, in any case not less than the legal minimum, shall qualify as independent, as set out in Article 148, paragraph 3 of Legislative Decree 58/1998. The composition of the Board of Directors shall ensure a balance between genders, in compliance with the applicable legal and regulatory provisions in force at the time. Since the Company is subject to the direction and coordination of another Italian company with shares listed on a regulated market, it must have a Board of Directors composed by a majority of independent directors, in accordance with Article 16 of the Market Regulation, adopted by CONSOB resolution no. 20249 of December 28, 2017. To this end, independent directors are those who meet the independence requirements set forth in Article 148, paragraph 3, of TUF and the Corporate Governance Code for listed companies adopted by Borsa Italiana S.p.A. (the "Corporate Governance Code").

With regard to the submission of the lists, it is noted that the Shareholders who, individually or collectively with other submitting Shareholders, hold - at the date of submission of the list - voting shares representing at least 2.5% of the share capital with voting rights at the Ordinary Shareholders' Meeting, have the right to submit lists (in consideration of the provisions set out by CONSOB with Resolution no. 123 of 28 January 2025). Each list shall indicate the candidates by number order and shall contain - individually identified - a number of candidates possessing the independence requirements set out in Article 148, paragraph 3, of Legislative Decree no. 58/1998, equal to at least the minimum number set out by current legislation.

No shareholder, either individually or in conjunction with others, may submit more than one list and no shareholder, or any other party entitled to vote, may vote for more than one list either directly or through intermediaries. Additionally, Shareholders who: (i) are part of the same group (or, pursuant to Article 93 of Legislative Decree 58/1998, are in a control relationship with one another or are controlled by the same party, even if the controlling party is an individual), or (ii) are party to a shareholders' agreement concerning the Company's shares, pursuant to Article 122 of Legislative Decree no. 58/1998, or (iii) are party to such a shareholders' agreement and are, under the law, entities that control or are controlled by, or subject to joint control by one of the participating Shareholders, may not submit, individually or jointly with others, more than one list nor may they vote for different lists. Nominations filed and votes cast in violation of this prohibition shall not be attributed to any list.

The lists, together with the curriculum vitae of each candidate containing detailed information on the candidate's personal and professional qualifications, along with a list of the governing and supervisory positions held in other companies if any, signed by the Shareholders who have submitted the nomination, or their representative, along with information on their respective identity and the percentage stake held at the submission date, shall be filed at the registered office by the twenty-fifth day prior to the date of the Shareholders' Meeting in single call (i.e. Sunday 13 April 2025). The notice attesting to the previously mentioned investment issued by an authorized intermediary in accordance with the applicable legal provisions and regulations, may be submitted at a later date provided that it is at least twenty-one days prior to the date of the Shareholders' Meeting in single call (i.e. by Thursday 17

April 2025).

On submitting the list, the statements from each individual candidate shall also be submitted, in which they accept their nomination and declare, under their own responsibility: 1) that there are no grounds for their ineligibility and incompatibility, and that they meet the requirements set out in primary and secondary regulations; 2) if they hold the independence requirements provided by Article 148, paragraph 3 of Legislative Decree no. 58/1998 and Corporate Governance Code.

Any lists that fail to comply with the above conditions are deemed not to have been submitted.

Those who submit a "minority list" are invited to submit a statement certifying the absence of any connection, even indirect, with the shareholders who hold a controlling or relative majority interest. Mention is also made that those who submit "minority lists" are subject to the recommendations issued by CONSOB by means of Communication no. DEM/9017893 of 26 February 2009.

The lists and the copies of the required accompanying documentation may be filed not only at the registered office, but also submitted by e-mail at[email protected] or certified email to[email protected] (in this regard, along with the above documentation, information shall be provided so as to allow identification of the person filing the documentation, along with their telephone number).

The lists and the information accompanying them shall be made public in accordance with current regulations (or more specifically, they shall be made available at the Company's registered office and published on the Company website in the section Corporate Governance/Shareholders' Meetings/2025, as well as being filed with Borsa Italiana S.p.A.) at least twenty one days prior to the date of the Shareholders' Meeting in single call (i.e. by Thursday 17 April 2025). Any proposals concurrently brought forward by Shareholders that submit lists for appointing the Board of Directors and that relate to the appointment shall be made public using the same methods and within the same time limit.

The directors are elected as follows: a) a number of directors - equal to two-thirds of the members of the Board, as resolved by the

Shareholders' Meeting - are elected from the list which obtained a majority of votes (the "Majority List") in the Shareholders' Meeting, in the number order in which they appear

therein (rounding down to the lower unit in the event of a fraction), without prejudice to following provisions in order to ensure gender balance, in accordance with the applicable legal and regulatory provisions in force at the time;

b) a number of directors - equal to one-third of the members of the Board, as resolved by the Shareholders' Meeting, are elected from the lists, other that the list under letter a) above, who

are not connected in any way, even indirectly, pursuant to the legal and regulatory provisions in force, to those who submitted or voted for the list under letter a), in proportion to the percentage of votes obtained: to this end, the votes obtained by each of those lists shall be subsequently divided by one, two or three based on the number order of the directors to elect.

The ratios thus obtained shall be progressively assigned to the candidates on those lists, based on the order set out therein. The ratios thus assigned to the candidates on the various lists shall be listed on a single ranking in decreasing order. The persons who obtain the highest ratios shall be elected. If several candidates obtain the same ratio, the candidate from the list that has not yet elected any directors or which has elected the lowest number of directors shall be elected. If none of the lists have elected a director or all lists have elected the same number of directors, from those lists, the candidate who obtained the highest number of votes shall be elected. In the event of a tie in list votes and with the same ratio, a new vote by the entire Shareholders' Meeting shall be called, and the candidate that obtains the simple majority of votes shall be elected.

For the above purposes, any lists which fail to obtain a percentage of votes equal to at least half of the percentage required to submit such lists, are not taken into account.

If, after following this procedure:

- the composition of the Board of Directors does not comply with applicable legal and regulatory provisions in force at the time on gender balance. The candidate of the most represented gender who is elected last in the number order of the list that obtained the highest number of votes shall be replaced by the first candidate of the less represented gender who was not elected from the same list according to the number order. This replacement procedure will be implemented until the composition of the Board of Directors is in compliance with applicable legal and regulatory provisions in force at the time on gender balance. Lastly, if this procedure does not ensure the specified outcome, the replacement shall be implemented by means of a resolution of the Shareholders' Meeting, approved with a relative majority and following the submission of candidates belonging to the less represented gender;

- the appointment of a number of directors possessing the independence requirements set out in Article 148, paragraph 3 of Legislative Decree no. 58/1998, equal to at least the minimum amount required by law regarding the total number of directors is not ensured, the candidate (s) lacking such requirements elected last in number order in the list which obtained the highest number of votes, as referred to in letter a) above shall be replaced by the first candidate (s), based on the respective number order, meeting such requirements unelected in the same list or, should this fail to suffice for any reason, from lists that have obtained the next highest number of votes, starting with the one referred to in letter b) above, and continuing with the following in decreasing order of number of votes obtained, on condition again that the applicable legal and regulatory provisions in force on gender balance are complied with. Lastly, should this procedure fail to ensure the above outcome, the Shareholders' Meeting shall proceed with an election by legal majority, following the

submission of candidates possessing the requirements, so that, in any case, compliance with the applicable legal and regulatory provisions in force at the time on gender balance is ensured.

If two or more lists all obtain an equal number of votes, the respective ballot between them shall be carried out in the Shareholders' Meeting by resolution passed by relative majority, in any case in such a way as to ensure compliance with the applicable legal and regulatory provisions in force at the time on gender balance.

If only one list is submitted, the above procedure is not applied; the Shareholders' Meeting shall accordingly resolve with the legal provisions in force at the time, and all directors are elected in this manner according to the relating number order and up to the number of directors determined by the Shareholders' Meeting, without prejudice to the presence of a number of directors possessing the independence requirements pursuant to Article 148, paragraph 3, of Legislative Decree no. 58/1998, which is at least the minimum number required by regulations effective at the time so that, in any case, compliance with applicable legal and regulatory provisions in force at the time on gender balance is ensured.

If no list is submitted, or if through the list voting system the number of candidates elected is lower than the legal minimum number of directors under the Bylaws, the Shareholders'

Meeting shall appoint the Board of Directors or additional members to make up its number in accordance with the legally required majority. The Shareholders' Meeting shall ensure the

presence of a number of directors possessing the independence requirements pursuant to Article 148, paragraph 3, of Legislative Decree no. 58/1998, with at least the overall minimum number required by legal provisions in force, and in compliance with the applicable legal and regulatory provisions in force on gender balance.

The above, without prejudice to different, further provisions set out by mandatory rules of law or regulations.

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The Shareholders' Meeting is also called upon to resolve, as already mentioned, on the remuneration to be assigned to the members of the Board of Directors. In this regard, it should be noted that the remuneration is currently set at a total gross amount of € 370,000.00 per financial year, to be divided among its members on the basis of an autonomous decision by the Board of Directors and with the exclusion of fees for special assignments that may be autonomously decided by the Board of Directors itself.

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Lastly, the Shareholders' Meeting is called upon to resolve on the exemption of the new Directors from the non-compete obligations set out in Article 2390 of the Italian Civil Code (already envisaged for the members of the outgoing Board).

That said, we invite you to adopt the relevant resolutions

Milan, 28 March 2025

For the Board of Directors

The Chairman and Chief Executive Officer

Urbano Roberto Cairo

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