RCS MediaGroup S p A : Notice of calling of the Ordinary and Extraordinary Shareholders' Meeting of May 8, 2024

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 AND EXTRAORDINARY 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 and Extraordinary Shareholders' Meeting, exclusively by means of telecommunications as specified below - in single call, on 8 May 2024, at 10.00, to resolve on the following

Agenda

Ordinary session

• 1. Financial statements at 31.12.2023; Directors' Report on Operations; Independent Auditors' Report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2023:

  • a) Approval of the financial statements. Related and consequent resolutions;

  • b) Allocation of profit for the year. Related and consequent resolutions.

• 2. Appointment of the Board of Statutory Auditors:

  • a) Appointment of the three Standing Auditors and of the three Alternate Auditors;

  • b) Appointment of the Chairman of the Board of Statutory Auditors;

  • c) Determination of the relevant fees.

• 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.

Extraordinary session

1.

Proposal to introduce the possibility to held the Shareholders' meeting exclusively through the so called Appointed Representative (amendment of Article 7 of the Bylaws) and to held the Shareholders' meeting, as well as the Board of Directors' meeting and the Board of Statutory Auditors' meeting, by means of telecommunication (amendment of Articles 7, 13 and 20 of the By Laws). Further amendments of Article 13 of the Bylaws.

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PARTICIPATION IN THE SHAREHOLDERS' MEETING THROUGH THE APPOINTED REPRESENTATIVE

Pursuant to Article 11, paragraph 2, of Law 5 March 2024, "Measures to support the competitiveness of the capitals and delegation to the Government for the reform of the provisions relating to capital markets contained in the Legislative Decree no. 58/1998 ("TUF") and of the provisions relating to the limited companies contained in the Italian civil code also applicable to the companies listed in the stock exchange ("Legge Capitali")" which have extended until 31

December 2024 the term referred to in Article 106,paragrapg 7, of the Law Decree 17 march 2020, no. 18, converted with amendments by Law no. 27 of 24 April 2020, relating to shareholders' meeting ("DL Covid"), 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, pursuant to Article 83-sexies of the TUF, by an intermediary that holds the accounts in which RCS MediaGroup shares are recorded, in accordance with its accounting records, 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 open market day preceding the date set for the Shareholders' Meeting (i.e. Friday 26 April 2024, the 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 and shall not be able to issue a proxy tothe Appointed Representative. 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 Friday 3 May 2024. 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 Sunday 7 April 2024), 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 [e-mail], 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 Thursday 23 April 2024).

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 106, paragraph 4 of Law Decree COVID-19, 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/2024 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 Monday 6 May 2024), 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 [e-mail] (subject "Proxy for RCS May 2024 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 2024 Shareholders' Meeting"), sending in advance an electronically reproduced copy (PDF) by ordinary e-mail to the following [e-mail] (subject: "Proxy for RCS May 2024 Shareholders' Meeting").

The proxy and voting instructions may be revoked within the same time limit as above (i.e. by Monday 6 May 2024).

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/2024 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 [e-mail] 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 Friday 26 April 2024, 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 [e-mail].

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/2024 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 Monday 29 April 2024).

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 Thursday 23 April 2024 by e-mail or certified e-mail to the following [e-mail]. These proposals shall be promptly published on the websitewww.rcsmediagroup.it, Governance/Shareholders' Meetings/2024 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 treasuryshares 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:

a.

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 OF THE ORDINARY SESSION

It should be noted that the members of the Board of Statutory Auditors are appointed through a list voting system under Article 20 of the Bylaws (available on the Company websitewww.rcsmediagroup.it,in the Governance section) and to the applicable laws and regulations currently in force.

In accordance with the Bylaws, the Board of Statutory Auditors is composed of 3 Standing Auditors and 3 Alternate Auditors. Minority shareholders are entitled to appoint one standing and one alternate auditor.

Statutory Auditors, which may be re-elected, are to be selected from candidates possessing the prerequisites, even those related to the total number of offices held, required by law or regulations currently in force, including those related to professional qualifications, in accordance with Ministerial Decree no. 162 of March 30, 2000 under article 1, paragraph 2, letters b) and c), which are intended to be strictly related to the Company's activities: (i) those related to commercial law, tax law, accounting, business administration, general and international business, financial markets, corporate finance, and (ii) the manufacturing and publishing sectors and those related to communications in general.

With regard to the presentation of the lists, it should be noted that each list, which includes the names of one or more candidates, each of whom is marked with a number order that in total may not exceed the number of members to be elected, shall specify whether each candidate is nominated for the office of Statutory Auditor or Alternate Auditor.

Members of the Board of Statutory Auditors are appointed in accordance with the applicable laws and regulations in effect concerning gender balance, based on the lists submitted by the shareholders. Under Article 20 of the Bylaws, the lists that present a total number of candidates equal to or greater than three shall ensure compliance with gender balance at least to the minimum extent required by the laws and regulations in force at the time.

The lists may be submitted (considering the provisions set out in CONSOB resolution no. 92 of 31 January 2024) by 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. Each candidate may stand for election only on one list, under penalty of ineligibility. 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, under 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) areparty to a shareholders' agreement concerning the Company's shares, under 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 the prohibition are not assigned 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 on single call (i.e. by Saturday 13 April 2024). A statement shall also be submitted with the lists by the submitting Shareholders, other than those that hold, even jointly, a controlling interest or relative majority share of the share capital with voting rights at the Shareholders' Meeting, certifying that no relationship exists with the latter in compliance with the provisions set out by current legislation and regulations. The notice attesting to the previously mentioned shareholding 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 on single call (i.e. by Wednesday 17 April 2024). When submitting the list, the declarations 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 prerequisites set out in the primary and secondary regulations;

2) that they satisfy the independence requirements prescribed under Article 148, paragraph 3 of the TUF.

Any lists that fail to observe the above conditions are deemed not to have been submitted.

In the event only one list is submitted within the term for filing the list of candidates for the Board of Statutory Auditors (i.e. by Saturday 13 April 2024), or if the only lists submitted are from Shareholders that are deemed to be related according to Article 144-quinquies of CONSOB regulation no. 11971/1999 (the "Issuer Regulation") and to current laws and regulations, additional lists may be submitted until 5 pm of the third day thereafter (i.e. by Thursday 16 April 2024). The above minimum participation to the share capital required for submitting a list is to be halved.

It should be noted that the lists shall be submitted along with the documentation and information as set out in the Bylaws and prevailing regulations. In this regard, it should be specifically noted that, along with the lists, the following shall be filed: (i) information on the identity of the shareholders submitting the lists, indicating the total percentage stake held; (ii) detailed information on the personal and professional qualifications of the candidates and a declaration in which each candidate accepts their nomination and attests, under their responsibility, that they possess the prerequisites required under current legislation, and (iii) if the lists are submitted by shareholders other than those that hold, even jointly, a controlling interest or relative majority share, a statement, under Article 147-ter, paragraph 3 of the TUF and Article 144-quinquies of the Issuer Regulation, certifying that no relationship exists between the minority shareholders and the shareholders that submitted or voted the list that received the highest number of votes (also considering the recommendations issued by CONSOB with Communication no. DEM/9017893 of February 26, 2009, to which reference is made).

Additionally, considering the provision set out in Article 2400, last paragraph of the Italian Civil Code, Shareholders shall promptly communicate any relevant changes to the disclosure that may arise up to the date of the Meeting.

In cases where only one list was submitted that subsequently received a relative majority of the share capital represented at the Shareholders' Meeting, all the candidates on that list are elected.

Where no lists are submitted, the Shareholders' Meeting shall, by majority vote of the share capital represented at the Meeting, appoint the Board of Statutory Auditors to ensure compliance with the laws and regulations in force on gender balance.

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 also submitted by e-mail or certified email [e-mail] (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 thereto shall be made public in accordance with current regulations (or more specifically, they shall be made available at the Company's registered office and published on the Company website in the section Governance/Shareholders' Meetings/2024, as well as being filed with Borsa Italiana S.p.A.) at least twenty-one days prior to the date of the Shareholders' Meeting on single call (i.e. by Wednesday 17 April 2024). Any proposals concurrently brought forward by Shareholders that submit lists for appointing the Board of Statutory Auditors and that relate to the appointment shall be made public under the same procedures and within the same time limits. Disclosure is also promptly made, under Article 144-octies, paragraph 2, of the Issuer Regulation, and subsequent amendments and additions, if no minority lists for the appointment of the Board of Statutory Auditors are, as well as on the extension of the time limit and reduction in the minimum share threshold for submitting them as specified previously.

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/2024 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 - Ordinary session

- by Wednesday 17 April 2024, the Financial Report and the other documents referred to in Article 154-ter of the TUF, the non-financial statement pursuant to Legislative Decree no. 254/2016, 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; the Explanatory Report of the Board of Directors on the matters indicated in items no. 1 of the Agenda of the Shareholders' Meeting - Extraordinary session.

- by Thursday 23 April 2024, 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/2024 section).

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Milan, 28 March 2024

for the Board of Directors

The Chairman

Urbano R. Cairo

This notice is published on 28 March 2024 on the Company's website atwww.rcsmediagroup.it (Governance/Shareholders' Meetings/2024 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 2024.

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:[e-mail].

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