Class Editori : Ordinary and Extraordinary Shareholders’ Meeting called for 24 or 25 May 2017. Additional information provided as requested by Consob pursuant to art. 114 (5) of Legislative Decree 58/1998 (Consolidated Finance Act)

PRESS RELEASE Ordinary and Extraordinary Shareholders' Meeting called for 24 or 25 May 2017. Additional information provided as requested by Consob pursuant to art. 114 (5) of Legislative Decree 58/1998 (Consolidated Finance Act)

Class Editori SpA, following Consob's request on 17 May, pursuant to art. 114 (5) of Legislative Decree no. 58/1998, to provide the shareholders at the Ordinary and Extraordinary Shareholders' Meeting called for 24 and 25 May, respectively on first and second call, with the additional information set out in bold below, wishes to communicate the following.

1. The Directors' considerations about the elements highlighted by the independent auditor in the reports on the annual financial statements and the consolidated financial statements as at 31 December 2016, which, because of their "significance", included the statement that it was impossible to express an opinion on the aforementioned 2016 financial statements. In particular, consideration must be given concerning:

   Deferred tax assets

2. The assessment made on the examination of the recoverability of such assets and, in particular, the lack of significant uncertainty over the Company and the Group's capacity to achieve margins in the medium/long-term capable of completely absorbing the prepaid taxes, despite the update to the five-year plan currently being approved, and concerning the supporting evidence for this assessment

   On 21 April 2017 the Board of Directors approved the 2017 budget supplemented by forecasts for subsequent years, which include further cost reductions and plans to develop the Group's current business lines with actions aimed at maintaining and/or increasing market share in the sectors in which the Group currently operates.

   These projections do not include, however, the positive effects of the business diversification plans, whose contribution to expected margins and the timescale for carrying them out in the medium/long-term were still being defined as of 21 April 2017.

   The directors' considerations about the recoverability of the deferred tax assets recognised in the annual financial statements and consolidated financial statements as of 31 December 2016 and about the lack of significant uncertainties over Class Editori's and the Group's capacity to achieve margins in the medium/long-term capable of completely absorbing these prepaid taxes are based on the potential for diversifying and implementing business relating to the following areas:

   • E-commerce in China. The Cooperation Agreement with CCIG Mall, signed in the presence of the two prime ministers Matteo Renzi and Li Keqiang during the Chinese Prime Minister's official visit in 2014, is now the subject of discussions between the parties on the payment of the guaranteed minimum for 2016 specified in the contract (see "Other revenues (iii)" below); it offers many possibilities for development when the Chinese company has finalised its new business model in collaboration with organisations including Bank of China, China Telecom and Beijing Gas, whose over 100 million customers will be able to acquire the platform products under special conditions. In addition, CCeC Srl has gained wide experience in the various Italian product sectors of interest to Chinese consumers and is also negotiating with other platforms to start cross-border activity. This project offers great potential to contribute to the

   group's margins in the medium/long-term, which has not so far been considered in the Projections approved by the Board of Directors on 21 April 2017.

   • WeChat. The 100%-owned subsidiary WeClass received certification as an official reseller (at the moment, there is only one other in Italy and Class Editori is the single major shareholder) of the platform owned by Tencent, used by 700 million Chinese to communicate by written and voice messages, equivalent to a free telephone call, socialise, play, watch videos, pay for goods bought online and more besides. Software is being developed so that Italian companies can sell advertising on WeChat and companies can open accounts to sell goods online, promote their products and conduct CRM operations in China. This project has potential to contribute to the group's margins in the medium/long- term, which has not so far been considered in the Projections approved by the Board of Directors on 21 April 2017.

   • Xinhua News Agency. Class Editori recently entered into a partnership with Xinhua News Agency (New China Agency), the largest Chinese state-owned multimedia group, to jointly develop projects and activities in the area of online and offline services providing economic and financial information and information on fashion, and organise events to promote trade between Italy and China, live news broadcasts and television, web and mobile web activities. This project has potential to contribute to the group's margins in the medium/long-term, which has not so far been considered in the Projections approved by the Board of Directors on 21 April 2017.

   • CentraleRisk: during May 2016 the new commercial banking information service MF CentraleRisk SpA was set up; this is a start-up offering individuals, companies and professionals an innovative service reading, simplifying and analysing the Bank of Italy's Central Credit Register for any interested parties requesting it. This project, which began in January 2017, has potential to contribute to the group's margins in the medium/long-term, which has not so far been considered in the Projections approved by the Board of Directors on 21 April 2017.

   • Selfiewealth. Class Editori is the main shareholder of Selfiewealth, an innovative start-up that has developed the first Robo-Advisory service in the financial and investments sector aimed at individuals and intermediaries; it offers in real time the best investment portfolio, personalised to meet the investor's requirements and characteristics, using a Class Editori database with 30 years' worth of data, with more than 70 thousand Italian and international securities and financial instruments. This project has potential to contribute to the group's margins in the medium/long-term, which has not so far been considered in the Projections approved by the Board of Directors on 21 April 2017.

   In the light of the items set out above concerning initiatives already underway and other projects currently being studied and which are likely to be carried out during the period of the plan, and which all express overall the Company's and the Group's capacity to increase margins in the medium/long-term capable of completely absorbing the prepaid taxes, the Directors consider that it is possible to recover the corresponding receivable.

3. The independent auditor's opinion that "the 2017 budget supplemented by the consolidated economic, financial and capital projections for 2018-2021 approved by the directors in the absence of the updated five-year plan... does not constitute supporting evidence sufficient in itself to be able to appraise the assessment made by the directors"

   With reference to the Independent Auditor's opinion, with respect to the roles, the Directors consider that the positive effects of the plans to develop and diversify the business, and their contribution to increasing the expected margins and the timescale for carrying them out in the medium/long-term, are elements that are more than adequate and appropriate to support the assessments made when preparing the annual and consolidated financial statements as of 31 December 2016.

   Other revenues

4. The assessment made a) to recognise in Other revenues in the annual and consolidated financial statements the receivables arising from an exchange of correspondence with the subsidiary China Class eCommerce Srl and b) to examine the recoverability of the receivable and the supporting evidence for this assessment

   The recognition in "Other revenues" in the consolidated financial statements as of 31 December 2016 of the amounts arising from the original Cooperation Agreement signed by the Class Group and the Chinese CCIG Mall (as previously indicated signed in the presence of the two prime ministers Matteo Renzi and Li Keqiang during the Chinese Prime Minister's official visit in 2014) does not arise from an unscheduled or unplanned event but is supported by specific contractual clauses that require a guaranteed minimum in terms of sales and which impose an obligation on the other party to pay in addition the difference between the guaranteed minimum specified in the agreement and what is actually generated in terms of income; this is currently the subject of discussions. The management also assessed the risks that the discussions in progress may involve a reduction of the receivable and decided, on the basis of an authoritative legal opinion from a leading Chinese firm belonging to the so-called Red Circle, in connection with Studio Chiomenti, to set up an adjustment provision of 25% of the receivable recognised.

   The recognition in "Other revenues" in the Class Editori SpA annual financial statements as at 31 December 2016 of the receivables arising from an exchange of correspondence with CCeC Srl about the contractual commitments taken on (which are not simple commercial letters), the Directors consider that this is a natural consequence of the assessments explained above and of the presence of an explicit contract between Class Editori SpA and CCeC Srl.

5. The Independent Auditor's opinion that these receivables (and corresponding revenues) "also taking into account the lack of response to the third-party confirmation procedure" are not supported by sufficient evidence to assess their ability to be recognised and payability.

6. With reference to the independent auditor's opinion, the Directors consider that the contractual and legal documentation referred to above does constitute sufficient evidence to support the entries and assessments made, taking account also of the adjustment provision of 25% of the receivable that was set up as a prudent measure

   b) Updates on the timescale for approving the new five-year plan.

   The Directors consider that they can complete and approve the new five-year plan with the development and diversification activities indicated above by the end of June.

   At the Board of Directors' meeting on 23 May 2017 they agreed to add the content of this press release to the Directors' Reports on the Consolidated Financial Statements and the Annual Financial Statements as of 31 December 2016 on pages 19 and 111 respectively, based on the information requested by Consob on 17 May 2017 pursuant to art. 114 (5) of Legislative Decree 58/1998.