Press Release: Shareholders’ meeting 2 May 2019

Press Release

Shareholders' Meeting of RCS MediaGroup

Today, the Shareholders Meeting:

•Approved the financial statements at 31.12.2018 and the distribution of a dividend of € 0.06 per share.

•Appointed the Board of Directors

•Expressed its favourable opinion on the Remuneration Policy pursuant to art. 123-ter of Legislative Decree 58/1998

Milan, 2 May 2019 - The Shareholders' Meeting of RCS MediaGroup, chaired by Urbano Cairo, met today in ordinary session and adopted the following resolutions:

Approval of the financial statements at 31 December 2018

The Shareholders' Meeting unanimously approved the financial statements at 31 December 2018, and the distribution of a dividend of € 0.06 per share, inclusive of tax, with detachment of coupon no. 2 on 20 May 2019 and payable on 22 May 2019 (record date 21 May 2019).

Appointment of the Board of Directors for 2019-2021

The Shareholders' Meeting:

•appointed the Board of Directors, composed of 11 members, for 2019-2021:

-Urbano Cairo, Marco Pompignoli, Uberto Fornara, Gaetano Miccichè, Stefania Petruccioli, Alessandra Dalmonte and Marilù Capparelli, elected from the majority list submitted by Cairo Communication S.p.A., holding 59.69% of the ordinary share capital;

-Diego Della Valle, Marco Tronchetti Provera, Carlo Cimbri and Veronica Gava, elected from the minority list submitted by Diego Della Valle & C. S.r.l., also in the name and on behalf of the shareholders Mediobanca Banca di credito Finanziario S.p.A., UnipolSai Assicurazioni S.p.A., UnipolSai Finance S.p.A. and Pirelli & C. S.p.A., who together hold 23.78% of the ordinary share capital;

•appointed Urbano Cairo as Chairman of the Board of Directors;

•determined, pursuant to art. 2389, paragraph one, of the Italian Civil Code, the total annual remuneration of € 370,000 due to the Board of Directors, to be divided among its members in accordance with the resolutions to be passed by the Board of Directors, without prejudice to any additional remuneration due to directors holding special offices to be established by the Board of Directors in accordance with art. 2389, paragraph three of the Italian Civil Code;

•authorized the members of the Board of Directors of the Company, pursuant to art. 2390 of the Italian Civil Code, to continue the activities in competition indicated in their respective curricula vitae as sent to the Company on presentation of the lists and available on the Company's website www.rcsmediagroup.it,as well as in parent companies of RCS MediaGroup S.p.A. or companies under joint control.

The Board of Directors, which met after the Shareholders' Meeting, confirmed Urbano Cairo as Chief Executive Officer and granted him the powers of management.

Based on the information provided by the parties involved, the Board of Directors verified that the members of the Board of Directors (i) met the requirements of applicable regulations for taking up the office of Director and (ii) met the independence requirements for all the directors, except for Urbano Cairo, Marco Pompignoli and Uberto Fornara, pursuant to art. 148, paragraph 3 of Legislative Decree no. 58/1998 and to the Corporate Governance Code for Listed Companies of Borsa Italiana S.p.A. to which the Company adheres.

The Board of Directors also adopted resolutions on corporate governance, appointing the Independent Director Marilù Capparelli as Lead Independent Director. Additionally, the Board of Directors appointed:

•the Directors Marilù Capparelli, Diego Della Valle and Stefania Petruccioli as members of the

Remuneration and Appointments Committee

•the Directors Stefania Petruccioli, Alessandra Dalmonte and Veronica Gava as members of the Control and Risk and Sustainability Committee

The Board of Directors confirmed executive director Marco Pompignoli as Director in charge of the internal control and risk management system, and also appointed the Supervisory Body pursuant to Legislative Decree no. 231/2001 for 2019-2021 in the persons of Alessandra Dalmonte, Marco Moroni and Enrico Calabretta.

***

Remuneration policy

The Shareholders' Meeting expressed its favourable opinion on Section One - containing the 2019 remuneration policy of the Company - of the Remuneration Report, drawn up pursuant to art. 123-ter of Legislative Decree no. 58/1998 and the related implementing provisions issued by CONSOB.

***

The minutes of the Shareholders' Meeting will be made publicly available within thirty days from today's date at the Company's registered office, at Borsa Italiana S.p.A. and on the Company's website www.rcsmediagroup.it(Governance/Shareholders' Meetings section). Within five days of today's date, a summary statement of the votes cast at the Shareholders' Meeting will be made available on the website, in the above section, in accordance with current legal provisions.

***

RCS MediaGroup is one of the leading multimedia publishing groups, active mainly in Italy and Spain across all publishing fields, spanning from newspapers to magazines, from digital to books, from TV to new media, and to training, and is also one of the top players on the advertising market and in the organization of iconic events and major sporting formats, such as the Giro d'Italia.

The RCS Group publishes the daily newspapers Corriere della Sera, La Gazzetta dello Sport, El Mundo, Marca and Expansion, as well as numerous magazines, the most popular including Oggi, Amica, Io Donna, 7, YO Dona and Telva.

For further information:

RCS MediaGroup - Investor Relations

Arianna Radice [phone] [phone] - [e-mail]

www.rcsmediagroup.it