Cairo Communication S p A : Interim Management Statement at 30 September 2021

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Interim Management Statement at

30 September 2021

Cairo Communication S.p.A.

Head office: Corso Magenta 55, Milan

Share capital Euro 6,989,663.10

English translation for convenience of international readers. Only the Italian version is authentic

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Governance

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Board of Directors (*)

Urbano Cairo (**)	Chairman
Uberto Fornara	CEO
Daniela Bartoli	Director
Stefania Bedogni	Director
Giuseppe Brambilla di Civesio	Director
Laura Maria Cairo	Director
Roberto Cairo	Director
Massimo Ferrari	Director
Paola Mignani	Director
Marco Pompignoli	Director
Control, Risk and Sustainability Committee
Massimo Ferrari	Director
Daniela Bartoli	Director
Paola Mignani	Director
Remuneration and Appointments Committee
Paola Mignani	Director
Daniela Bartoli	Director
Giuseppe Brambilla di Civesio	Director
Board of Statutory Auditors (***)
Michele Paolillo	Chairman
Gloria Marino	Standing Auditor
Maria Pia Maspes	Standing Auditor
Emilio Fano	Alternate Auditor
Domenico Fava	Alternate Auditor

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Independent Auditors (****)

Deloitte & Touche S.p.A.

1. The Board of Directors was appointed by resolution of the Shareholders' Meeting held on 6 May 2020. The Directors are in office for the years 2020-2021-2022, therefore until the Shareholders' Meeting called to approve the 2022 financial statements

1. Ordinary and extraordinary executive powers exercised with single signatory, as limited by the Board of Directors

1. The Board of Statutory Auditors in office at the date of approval of this Report was appointed by resolution of the Shareholders' Meeting on 6 May 2020. The Statutory Auditors are in office for the years 2020-2021-2022, therefore until the Shareholders' Meeting called to approve the financial statements relating to the last of these years.

(****) In office until the Shareholders' Meeting called to approve the 2028 financial statements.

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The Group at 30 September 2021

Cairo Communication

S.p.A.

																																			100%
			99,95%				100%				100%					59,69%			100%						80%
																		RCS
																		MediaGroup
																		S.p.A.
																		e società
			100%								50%				controllate
													50%

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1. Valuation principles and criteria adopted in preparing the Interim Management Statement at 30 September 2021

The financial statements in this Interim Management Statement have been prepared following the reclassified statements usually adopted for the "Directors' Report on Operations" and in accordance with international accounting standards. The provisions of the international accounting standard on interim financial reporting (IAS 34 "Interim Financial Reporting") are not applied.

The Interim Management Statement at 30 September 2021 has been prepared in accordance with the requirements set out in Borsa Italiana Notice no. 7587 of 21 April 2016: "STAR Issuers: information on interim management statements".

The consolidated and separate income statement figures in the first nine months of 2021 are shown versus the corresponding periods of 2020. Statement of financial position and equity figures appearing in the financial statements are compared with the figures of the consolidated financial statements at 31 December 2020.

The quarterly financial statements at 30 September 2021, as for those at 30 September 2020, have been prepared net of tax and tax effects.

In first nine months 2021, following the purchase of an additional 55% of the share capital of m-dis Distribuzione Media S.p.A. (now wholly owned), the following companies previously consolidated at equity are now fully consolidated: m-dis Distribuzione Media S.p.A., MDM Milano Distribuzione Media S.r.l., Pieroni Distribuzione S.r.l. and To-dis S.r.l..

At the date of preparation of this Interim Management Statement, the determination of the fair value of the identifiable assets and liabilities of m-Dis Distribuzione Media S.p.A. required in the application of the so-called "acquisition method" pursuant to IFRS 3 is still underway. The Group reserves the right to complete this process within the twelve months following the acquisition date.

Additionally, during the period, the Spanish subsidiaries Información Estadio Deportivo S.A. and Unidad Editorial Juegos S.A. were sold, and the liquidation of Feria Bebe S.L. came to completion.

As from 1 January 2021, the transaction whereby RCS and Cairo Pubblicità contributed their respective advertising sales businesses to the equally-owned CAIRORCS Media, came into effect. This transaction had no impact on Cairo Communication's consolidated financial statements. The results of the new company CAIRORCS Media are shown in the "Advertising" section.

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2. Alternative performance measures

In this Interim Management Statement, in order to provide a clearer picture of the financial performance of the Cairo Communication 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.

The alternative measures are:

• EBITDA: used by Cairo Communication as a target to monitor internal management, and in public presentations (to financial analysts and investors). It serves as a unit of measurement to evaluate Group and Parent operational performance, with EBIT, and is calculated as follows:
  Result from continuing operations, before tax+/- Net finance income
  +/- Other income (expense) from financial assets and liabilities
  EBIT - Operating profit
  + Amortization & depreciation + Bad debt impairment losses + Provisions for risks
  + Income (expense) from equity-accounted investees1
  EBITDA - Operating profit, before amortization, depreciation, provisions and write- downs
  EBITDA (earnings before interest, tax, depreciation and amortization) is not classified as an accounting measure under IFRS, therefore, the criteria adopted for its measurement may not be consistent among companies or different groups.
  RCS defines EBITDA as operating profit (EBIT) before depreciation, amortization and write- downs on fixed assets, and also includes income and expense from equity-accounted investees. The main differences between the two definitions of EBITDA lie in the provisions for risks and in the allowance for impairment, included in the EBITDA definition adopted by RCS, while they are excluded from the EBITDA definition adopted by Cairo Communication. Owing to the differences between EBITDA definitions adopted, in this Interim Management Statement, consolidated EBITDA has been determined consistently with the definition adopted by the parent Cairo Communication.

Consolidated gross revenue: for a more detailed view, and in consideration of the specific features of the segment, operating revenue - for advertising revenue - includes gross operating

1 Included following consolidation of RCS.

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