Press Release

Shareholders' Meeting of RCS MediaGroup

Today, the Shareholders Meeting:

  • Approved the financial statements at 31.12.2021 and the distribution of a dividend of € 0.06 per share.

  • Appointed the Board of Directors

  • Approved the remuneration policy for 2022 contained in Section One of the Remuneration Report and expressed a favourable opinion on Section Two of the Remuneration Report

Milan, 3 May 2022 - 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 2021

The Shareholders' Meeting approved the financial statements at 31 December 2021, and the distribution of a dividend of € 0.06 per share, inclusive of tax, with detachment of coupon no. 4 on 16 May 2022 and payable on 18 May 2022 (record date 17 May 2022).

Appointment of the Board of Directors for 2022-2024

The Shareholders' Meeting:

  • appointed the Board of Directors, composed of 12 members, for 2022-2024:

    - Urbano Cairo, Uberto Fornara, Marco Pompignoli, Stefano Simontacchi, Stefania Petruccioli,

Alessandra Dalmonte, Federica Calmi e Benedetta Corazza, 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 23.79% 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 websitewww.rcsmediagroup.it, as well as in parent companies of RCS MediaGroup S.p.A. or companies under joint control or belonging to the same group.

Remuneration Policy

The Shareholders' Meeting, pursuant to Article 123-ter, paragraph 3-ter of Legislative Decree no. 58/1998 ("TUF"), approved the Remuneration Policy for 2022 contained in Section One of the Remuneration Report prepared in accordance with Article 123-ter of the TUF and the related implementing provisions issued by CONSOB. The Shareholders' Meeting, pursuant to Article 123-ter, paragraph 6 of the TUF, also expressed a favourable opinion on Section Two of the Remuneration Report.

***

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 websitewww.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.

Following the approval by the Shareholders' Meeting of the 2021 financial statements, it is hereby announced that the 2021 Annual Report of the Company, including the financial statements, the consolidated financial statements, the Directors' Report on Operations and the certification referred to in Article 154-bis, paragraph 5 of the TUF, together with the report of the Board of Statutory Auditors and the report of the Independent Auditors and accompanied by the documentation required by current regulations, is filed at the registered office (for delivery to anyone who so requests), at Borsa Italiana S.p.A., made available through the authorized storage mechanism "eMarket STORAGE" (www.emarketstorage.com) and can also be consulted on the Company's websitewww.rcsmediagroup.it.

***

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, Uberto Fornara and Stefano Simontacchi, 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 Benedetta Corazza as Lead Independent Director. Additionally, the Board of Directors appointed:

  • the Directors Federica Calmi (Chairman), Benedetta Corazza e Stefania Petruccioli as members of the Remuneration and Appointments Committee

  • the Directors Stefania Petruccioli (Chairman), 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.

***

RCS MediaGroup is one of the leading multimedia publishing groups, operating primarily in Italy and Spain across all publishing areas, from newspapers to magazines and books, from TV to new media and training, as well as being one of the top players on the advertising sales market, organizing iconic events and renowned 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 and Telva.

For further information:

RCS MediaGroup - Investor Relations

Tiziana Magnavacca - +39 02 2584 7877 -tiziana.magnavacca@rcs.it

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

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RCS Mediagroup S.p.A. published this content on 03 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2022 03:52:07 UTC.