Rcs Mediagroup S.p.a. MIL:RCS

RCS MediaGroup S p A : Notice of calling of the Ordinary Shareholders' Meeting of May 8, 2025

Published March 28, 2025 at 3:37 p.m. UTC

Source: MarketScreener

Registered Office - Via Angelo Rizzoli 8, Milan

Share capital € 270,000,000.00 fully paid in

Milan Company Register and Tax Code 12086540155

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

NOTICE OF CALL OF THE

ORDINARY SHAREHOLDERS' MEETING

Those entitled to vote at the Shareholders' Meeting of RCS MediaGroup S.p.A. (the "Company" or "RCS MediaGroup") are called to the Ordinary Shareholders' Meeting, exclusively by means of telecommunications as specified below - in single call, on 8 May 2025, at 10.00, to resolve on the following

Agenda

1. Financial statements at 31.12.2024; Directors' Report on Operations; Independent Auditors'

Report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2024:

a) Approval of the financial statements. Related and consequent resolutions.
b) Allocation of profit for the year and partial distribution of reserves. Related and consequent resolutions.

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.

3. Report on the Remuneration Policy and compensation paid pursuant to Article 123-ter of Legislative Decree 58/1998:
- a) approval of "Section One" of the report, pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree no. 58/1998;
- b) advisory vote on "Section Two" of the Report, pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58/1998.
4. Authorization to purchase and dispose of treasury shares pursuant to Article 2357 et seq. of the Italian Civil Code subject to revocation of the prior shareholders' resolution. Related and consequent resolutions.

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PARTICIPATION IN THE SHAREHOLDERS' MEETING THROUGH THE APPOINTED

REPRESENTATIVE

Pursuant to Article 7, paragraph 4, of the Bylaws, the participation in the Shareholders' Meeting of those entitled to vote shall take place exclusively by granting a proxy (or sub-proxy) to the Appointed Representative of the Company pursuant to Article 135-undecies of Legislative Decree no. 58/1998 ("TUF"). For this purpose, the Company has named Monte Titoli S.p.A., with legal office in Milan Piazza Affari no. 6 as the Appointed Representative (the "Appointed Representative"), which shall be granted a proxy in the manner and under the conditions indicated below in the "APPOINTED REPRESENTATIVE" Section.

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

PARTICIPATION IN THE SHAREHOLDERS' MEETING OF OTHER ELIGIBLE

PARTIES

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

ENTITLEMENT TO PARTICIPATE IN THE SHAREHOLDERS' MEETING AND

EXERCISE THE RIGHT TO VOTE

Pursuant to law and the Bylaws, entitlement to participate in the Shareholders' Meeting and to exercise the right to vote - which may only be exercised through the Appointed Representative - is certified by a communication sent to the Company, in accordance with its accounting records, by an intermediary that holds the accounts in which RCS MediaGroup shares are recorded, in favour of the subject with the right to vote on the basis of records as at the end of the accounting period on the seventh trading day prior to the date set for the Shareholders' Meeting (i.e., Monday 28 April 2025, so-called "record date"); registrations of credits and debits on accounts carried out after said date are not relevant for the purposes of entitlement to exercise the right to vote at the Shareholders'

Meeting. Therefore, those who are confirmed to be holding Company shares only after such date shall not be deemed entitled to attend and to exercise voting rights in the Shareholders' Meeting.

The notice is sent to the Company by the intermediary at the request of the subject with the right to vote. Holders of voting rights are therefore requested to give instructions to the authorized intermediary who holds the relevant accounts, so that the above communication is made to the Company. Any requests for notice from the authorized intermediary shall not fall under the responsibility of the Company.

Notice from the intermediary shall be received by the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting, therefore by Monday 5 May 2025. However, shareholders are still entitled to participate and to vote, within the abovementioned time limits and in compliance with the time limits for granting proxies to the Appointed Representative, if notices are received by the Company after the abovementioned deadline, provided they are received before the start of the shareholders' meeting.

ADDITIONS TO THE AGENDA AND SUBMISSION OF NEW PROPOSED RESOLUTIONS

Pursuant to Article 126-bis of the TUF, Shareholders who, also jointly, represent at least one fortieth (i.e. 2.5%) of the share capital may request, within ten days from publication of this notice (i.e., by Monday 7 April 2025), the inclusion of additional items in the agenda of the Shareholders'

Meeting, specifying the proposed items in the request, or submit proposed resolutions on the items already included in the agenda of the Shareholders' Meeting, indicating the further proposed resolutions in the request.

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

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

The Company shall disclose any additions to the Shareholders' Meeting agenda or the submission of additional proposed resolutions on topics already included in the agenda in the same manner as publication of this call notice, at least fifteen days before the date set for the Shareholders' Meeting (i.e. by Wednesday 23 April 2025).

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

APPOINTED REPRESENTATIVE

Pursuant to Article 7, paragraph 4 of the Bylaws, participation in the Shareholders' Meeting of those entitled to vote shall take place exclusively through the Appointed Representative, pursuant to Article 135-undecies of the TUF, which shall be granted a proxy, with no charge incurred by the delegating party (with the exception of any postage costs), with voting instructions, on all or some of the proposals on the Agenda of the Shareholders' Meeting, through the specific form available, together with the accompanying instructions for its preparation and notification on the Company's websitewww.rcsmediagroup.it (Governance/Shareholders' Meetings/2025 section).

The proxy, with the voting instructions, shall be received by the end of the second trading day prior to the date set for the Shareholders' Meeting (i.e. by Tuesday 6 May 2025), along with a copy of the delegating Shareholder's valid identification document or, if the delegating Shareholder is a legal entity, that of the pro-tempore legal representative or other authorized person, along with adequate documentation certifying their qualification and powers to the Appointed Representative by the following alternative methods (i) transmission of an electronically reproduced copy (PDF) to the certified e-mail address[email protected] (subject "Proxy for RCS May 2025 Shareholders' Meeting") from the user's certified e-mail address (or, otherwise, from the user's ordinary e-mail address; in this case, the proxy with the voting instructions shall be signed with a qualified or digital electronic signature); (ii) transmission of the original, by courier or registered letter with return receipt, to Monte Titoli S.p.A., Piazza Affari n. 6, 20123 Milano (Ref. "Proxy for RCS May 2025

Shareholders' Meeting"), sending in advance an electronically reproduced copy (PDF) by ordinary e-mail to the following address[email protected] (subject: "Proxy for RCS May 2025 Shareholders' Meeting").

The proxy and voting instructions may be revoked within the same time limit as above (i.e. by Tuesday 6 May 2025).

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

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

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

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

Those who do not intend to avail themselves of the provisions of Article 135-undecies, of the TUF, may, alternatively, grant the same Appointed Representative a proxy or sub-proxy pursuant to Article 135-novies, of the TUF, which shall necessarily contain voting instructions on all or some of the proposals on the agenda, by using the appropriate proxy/sub-proxy form, available on the Company's websitewww.rcsmediagroup.it (Governance/Shareholders' Meetings/2025 section), with no costs for the delegating party (except for postage costs if any). For the granting of proxies/sub-proxies, the procedures indicated in the proxy form shall apply. The proxy shall be received by 6:00 pm on the day before the Shareholders' Meeting (and in any case by the beginning of the meeting). The proxy and voting instructions may always be revoked within the above time limit.

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

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

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

RIGHT TO SUBMIT QUESTIONS ON THE ITEMS ON THE AGENDA

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

Pursuant to Article 127-ter, paragraph 1-bis of the TUF, applications shall be received by the Company, in the manner indicated below, by the end of the seventh trading day prior to the date set for the Shareholders' Meeting (i.e., by Monday 28 April 2025, record date).

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

Answers to questions received within the above time limit are provided at least two days ahead of the Shareholders' Meeting, by publication on the websitewww.rcsmediagroup.it (Governance/Shareholders' Meetings/2025 section). The Company may provide one overall answer to questions with the same content.

Ownership of the voting right may be certified also after submission of the applications, provided it is sent no later than the third day after the record date (i.e. by Friday 2 May 2025).

OTHER RIGHTS OF SHAREHOLDERS

With regard to the fact that attendance at the Shareholders' Meeting takes place exclusively through the Appointed Representative, the persons entitled who intend to submit proposals for resolutions and vote on the items on the agenda shall submit them by Wednesday 23 April 2025 by e-mail or certified e-mail to the following address[email protected]. These proposals shall be promptly published on the websitewww.rcsmediagroup.it, Governance/Shareholders' Meetings/2025 section, in order to allow those entitled to vote to decide in an informed fashion, also taking account of such new proposals, and to allow the Appointed Representative to collect voting instructions, if necessary, also on such proposals.

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

SHARE CAPITAL AND SHARES WITH VOTING RIGHTS

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

It should be noted that the Shareholders' Meeting of 29 April 2021 introduced into the Bylaws the increased voting right system as per Article 127-quinquies of the TUF.

In this respect, it should be noted that the number of voting rights that may be exercised by reason of the vesting of the increased voting right pursuant to Article 5 of the Bylaws is published on the website(www.rcsmediagroup.it Corporate Governance/Voto maggiorato section) and will be updated in accordance with Article 85-bis of CONSOB Regulation no. 11971/1999 (the "Issuer Regulation").

ITEM NO. 2 ON THE AGENDA

The Shareholders' Meeting is called to proceed with the appointment of a new Board of Directors (whose members, pursuant to the Bylaws, serve for a term of three years, expiring on the date of the Assembly convened for the approval of the financial statements for the last year of their term). The appointment of the Board of Directors take place by means of a list vote according to Article 10 of the bylaws (which can be consulted on the Company's websitewww.rcsmediagroup.it in the Corporate Governance section) and the applicable current legal and regulatory provisions.

In accordance with the Bylaws, the Company is managed by a Board of Directors consisting of seven to fifteen members, appointed by the Shareholders' meeting based on lists where candidates must be listed in sequential order.

The directors must meet the requirements established by the applicable current regulations and the Bylaws, and they are eligible for re-election.

Furthermore, a number of directors, however not less than the minimum required by the applicable legal provisions, must meet the independence requirements set forth in Article 148, paragraph 3, TUF. The composition of the Board of Directors must ensure gender balance 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 predominantly 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 lists, it should be noted that the Shareholders who, individually or collectively with other Shareholders, hold voting shares, on the date the list is submitted, of at least 2.5% of the share capital with voting rights at the Ordinary Shareholders' Meeting, threshold set out by CONSOB Resolution no. 123 of 28 January 2025, are entitled to submit lists. 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 the TUF equal to at least the minimum number set out by current legislation. Pursuant to Article 10 of the Bylaws, the lists that include a number of candidates equal to or higher than three shall be composed of candidates belonging to both genders (male and female), so that the minimum number of candidates set out by the laws and regulations in force at the time belongs to the less represented gender.

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 the TUF, 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 the TUF, 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 about the candidate's personal and professional qualifications, along with a list of the administrative and control positions held in other companies if any, signed by the Shareholders that have submitted the nomination, or their representative, along with information on their respective identity and the total 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. by 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 the TUF and to 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.

If only one list is submitted, 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 the TUF, which is at least the minimum number required by regulations so that, in any case, compliance with applicable legal and regulatory provisions in force on gender balance is ensured.

Lastly, pursuant to Article 10 of the Bylaws, 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 the TUF, with at least the overall minimum number required by applicable legal and regulatory provisions in force at the time, and in compliance with the applicable legal and regulatory provisions in force at the time on gender balance.

For further information regarding the procedures for the preparation, submission and voting of the lists, reference should be made to the provisions of Article 10 of the Bylaws, available at the registered office and published on the Company website, atwww.rcsmediagroup.it Corporate Governance section, and to the provisions contained in the Board of Directors' Report on the matter under item 2 of the Agenda of the Ordinary Shareholders' Meeting.

Filing of lists through remote means of communication and their disclosure

The lists and the copies of the required accompanying documentation may be filed not only at the registered office, but may also be submitted by e-mail 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 they shall be made available at the Company's registered office and published on the Company website, in the Corporate Governance/Shareholders' Meetings/2025 section, as well as filed with Borsa Italiana S.p.A. and with the authorized storage mechanism SDIR & STORAGE managed by Bit Markets Services S.p.A. and available atwww.emarketstorage.com) 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.

For further information regarding the procedures for the preparation, submission and voting of the lists, reference should be made to the provisions of Article 10 of the Bylaws, as well as to the Explanatory Report on the second item on the agenda of the Shareholders' Meeting, prepared by the Board of Directors and made publicly available according to the time limits and procedures specified below.

DOCUMENTATION AND INFORMATION

The documentation on the items on the agenda, required under the applicable legal and regulatory provisions, is publicly available at the Company's registered office and is published on the Company's websitewww.rcsmediagroup.it (Governance/Shareholders' Meetings/2025 section) and on the authorized storage system "eMarket STORAGE" (www.emarketstorage.com)and in any case in accordance with the procedures and time limits prescribed by regulations in force.

Shareholders and other persons entitled to participate in the Shareholders' Meeting may obtain a copy of the documents. In particular, the following are available to the public:

- on today's date, concurrent to the publication of this notice, the Explanatory Report of the Board of Directors on the matters indicated in items no. 2 of the Agenda of the Shareholders' Meeting -;

- by Thursday 17 April 2025, the Financial Report and the other documents referred to in Article 154-ter of the TUF, the Report on Corporate Governance and Ownership Structure and the Report on the remuneration policy and compensation paid in accordance with Article 123-ter of the TUF; the Explanatory Report of the Board of Directors drawn up pursuant to Article 73 of the Issuer Regulation on the matter of item 4 on the Agenda.

- by Wednesday 23 April 2025, the documentation referred to in Article 77, paragraph 2-bis, of the Issuer Regulation shall be made publicly available at the Company's registered office.

Information on the Shareholders' Meeting and participation, also with regard to the provisions of Article 125-quater of the TUF, is published in accordance with the time limits of law on the Company's websitewww.rcsmediagroup.it,(Governance/Shareholders' Meetings/2025 section).

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Milan, 28 March 2025

for the Board of Directors

The Chairman

Urbano R. Cairo

This notice is published on 28 March 2025 on the Company's website atwww.rcsmediagroup.it (Governance/Shareholders' Meetings/2025 section), at the authorized storage mechanism "eMarket STORAGE"(www.emarketstorage.com)and, as an excerpt, in the daily newspaper Corriere della Sera on 29 March 2025.

For information on participation in the Shareholders' Meeting, the Company's Corporate Affairs

Department can be contacted as follows: tel. no. +39 02.25845403, e-mail address:[email protected].

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