Rai Way S p A : Reports on the Board of Directors on the subjects of items 1, 2, 3, 4 and 5 of the agenda of Shareholders' Meeting

ORDINARY SHAREHOLDERS' MEETING

27 April 2022 - single call

REPORTS OF THE BOARD OF DIRECTORS ON THE SUBJECTS OF ITEMS 1, 2, 3, 4

AND 5 OF THE AGENDA

Rai Way S.p.A.

Registered office in Rome, Via Teulada, no. 66

Tax ID and VAT number and Rome Companies' Register no.: 05820021003

Share capital €70,176,000.00 fully paid-up

Managed and coordinated by RAI - Radiotelevisione Italiana S.p.A.

Report regarding Item 1 on the Agenda

1.

Annual financial statements for the year ended 31 December 2021; Report on Operations of the Board of Directors; Report of the Board of Statutory Auditors and Report of the Independent Auditors. Related resolutions.

Dear Shareholders,

the Annual financial report as at 31 December 2021, approved by the Board of Directors on 17 March 2022 and containing the draft Financial Statements of the Company, together with the Report of the Board of Directors on operations and the statement pursuant to art. 154-bis, paragraph 5, of Legislative Decree no. 58 of 24 February 1998, is expected to be made available to the public in the manner (including publication on the Company's website,www.raiway.itGovernance/Shareholders' Meeting/Ordinary Meeting 2022/Documentation) and by the deadlines required by law, as well as the Report of the Board of Statutory Auditors and the Report of the Independent Auditors.

Remitting to those documents we invite you to approve the Annual financial statements for the year ended 31 December 2021 (which close with a net profit for the year of Euro 65,383,926.47), proposing - as indicated under the scope of the Annual Financial Report - the following resolution:

"The Shareholders' Meeting of Rai Way S.p.A.

• - having examined the Report on Operations of the Board of Directors;

• - acknowledging the Report of the Board of Statutory Auditors and the Report of the External Auditors PricewaterhouseCoopers S.p.A.;

• - having examined the draft Annual Financial Statements for the year ended 31 December 2021 prepared by the Board of Directors, which close with a net profit for the year of Euro 65,383,926.47;

resolves

to approve the Annual Financial Statements for the year ended 31 December 2021."

Rome, 17 March 2022

on behalf of the Board of Directors

The Chairman

Giuseppe Pasciucco

1

Report regarding Item 2 on the Agenda

2.

Proposal for allocation of profit for the year. Related resolutions.

Dear Shareholders,

taking into account the net profit for the year, amounting to Euro 65,383,926.47, resulting from the Financial Statements as at 31 December 2021, as well as anything else shown in said Financial Statements, also in consideration of the already reached capacity of the legal reserve pursuant to Art. 2430 of the Italian Civil Code, we propose - as also indicated in the Annual Financial Report as at 31 December 2021 approved by the Board of Directors on 17 March 2022, which is expected to be made available to the public according to the procedures (including the publication on the Company's website,www.raiway.itsection Governance/ Shareholders' Meeting/ Ordinary Meeting 2022/Documentation) and within the terms set out by law - to allocate the aforementioned net profit for Financial Year 2021 to distribution in favour of the Shareholders, by way of dividend, for a total of Euro 65,376,063.28 and to "Retained earnings" for the remaining amount of Euro 7,863.19, and consequently - taking into account the 3,625,356 treasury shares held in portfolio as at the date of this Report, whose right to dividend is attributed proportionally to the other shares pursuant to Art. 2357-ter of the Italian Civil Code - to attribute a dividend of Euro 0.2436 gross to each of the outstanding ordinary shares, to be paid from 25 May 2022, with entitlement to payment, pursuant to Art. 83-terdecies of Legislative Decree. no. 58 of 24 February 1998 and Art. 2.6.6, paragraph 2, of the Markets Regulations organised and managed by Borsa Italiana S.p.A. on 24 May 2022 (the so-called "record date") and subject to dividend no. 8 on 23 May 2022, and therefore to adopt the following resolution:

"The Shareholders' Meeting of Rai Way S.p.A., having examined the explanatory Report of the Board of Directors,

resolves

to allocate the net profit for the 2021 financial year, equal to Euro 65,383,926.47, to the distribution to the Shareholders, by way of dividend, of a total of Euro 65,376,063.28 and to "Retained earnings", for the remaining Euro 7,863.19 and consequently to allocate - taking into account the 3,625,356 treasury shares in portfolio whose right to dividend is attributed proportionally to the other shares pursuant to Art. 2357-ter of the Italian Civil Code - a dividend of Euro 0.2436 gross to each of the outstanding ordinary shares, to be paid from 25 May 2022, with entitlement to payment, pursuant to Art. 83-terdecies of Legislative Decree no. 58 of 24 February 1998 and Art. 2.6.6, paragraph 2, of the Markets Regulations organised and managed by Borsa Italiana S.p.A. (the Italian Stock Exchange) on 24 May 2022 (the so-called "record date") and subject to detachment of the coupon no. 8 on 23 May 2022".

Rome, 17 March 2022 on behalf of the Board of Directors

The Chairman

Giuseppe Pasciucco

Report regarding Item 3 on the Agenda

3.

Report on remuneration policy and remuneration paid:

• 3.1 approval of the first section of the Report pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree no. 58 of 24 February 1998;

• 3.2 resolutions related to the second section of the Report pursuant to Article 123-ter, paragraph 6 of Legislative Decree no. 58 of 24 February 1998.

Dear Shareholders,

the Report on remuneration policy and remuneration paid (the "Report") has been prepared by the Board of Directors pursuant to Art. 123-ter of Legislative Decree no. 58 of 24 February 1998 and the related implementing provisions issued by Consob and will be published according to the procedures (including publication on the Company's websitewww.raiway.itsection Governance/Shareholders' Meeting/Ordinary Meeting 2022/Documentation) and within the terms set out by law.

We remind you that the first section of the Report is subject, pursuant to paragraphs 3-bis and 3-ter of Art. 123-ter of Legislative Decree no. 58 of 24 February 1998, to the binding vote of the Shareholders' Meeting, while the second section of the Report, pursuant to paragraph 6 of the said Article, to the advisory (non-binding) vote of the Shareholders' Meeting.

3.1 Approval of the first section of the Report pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree no. 58 of 24 February 1998.

The first section of the Report illustrates the remuneration policy to be adopted for financial year 2022 for the members of the Board of Directors, the Board of Statutory Auditors (without prejudice to the provisions of Art. 2402 of the Italian Civil Code) and Key Managers of the Company, as well as the procedures used for the adoption and implementation of such policy.

We would therefore invite you to approve, pursuant to the provisions of paragraphs 3-bis and 3-ter, respectively, of Art. 123-ter of Legislative Decree no. 58 of 24 February 1998, the contents of the first section of the Report.

Based on the above, we invite you to resolve as follows:

"The Shareholders Meeting of Rai Way S.p.A.,

• − having examined the first section of the Report on Remuneration Policy and Remuneration Paid prepared by the Board of Directors pursuant to Art. 123-ter of Legislative Decree no. 58 of 24 February 1998 and Art. 84-quater of the Issuers' Regulations adopted by Consob with resolution no. 11971/1999;

• − considering that, pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree no. 58 of 24 February 1998, the Shareholders' Meeting is called upon to cast a binding vote on the first section of the Report on remuneration policy and remuneration paid;

resolves

to approve the first section of the Report on remuneration policy and remuneration paid drawn up pursuant to Art. 123-ter of Legislative Decree no. 58 of 24 February 1998 and Art. 84-quater of the Issuers' Regulations adopted by Consob with resolution no. 11971/1999".

3.2

Resolutions related to the second section of the Report pursuant to Art. 123-ter, paragraph 6 of Legislative Decree no. 58 of 24 February 1998.

The second section of the Report contains a representation of the remuneration for financial year 2021 of the Company's Directors, Auditors and Key Managers.

Therefore, we invite you to express your favourable opinion, pursuant to the provisions of paragraph 6 of Art. 123-ter of Legislative Decree no. 58 of 24 February 1998, relating to the contents of the second section of the Report.

Based on the above, we invite you to resolve as follows:

"The Shareholders of Rai Way S.p.A.,

• − having examined the second section of the Report on remuneration policy and remuneration paid prepared by the Board of Directors pursuant to Art. 123-ter of Legislative Decree no. 58 of 24 February 1998 and Art. 84-quater of the Issuers' Regulations adopted by Consob with resolution no. 11971/1999;

• − considering that, pursuant to Art. 123-ter, paragraph 6 of Legislative Decree no. 58 of 24 February 1998, the Shareholders' Meeting is called upon to cast a non-binding advisory vote on the second section of the Report on remuneration policy and remuneration paid;

resolves

to vote in favour of the second section of the Report on Remuneration Policy and Remuneration Paid pursuant to Art. 123-ter of Legislative Decree no. 58 of 24 February 1998 and Art. 84-quater of the Issuers' Regulations adopted by Consob with resolution no. 11971/1999."

Rome, 17 March 2022

on behalf of the Board of Directors

The Chairman

Giuseppe Pasciucco