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STATEMENT OF THE BOARD OF DIRECTORS OF

RCS MEDIAGROUP S.P.A.

pursuant to Article 103, paragraphs 3 and 3-bis, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented, and Article 39 of the Consob Regulation adopted by resolution 11971 of 14 May 1999, as subsequently amended and supplemented, relating to the

VOLUNTARY PUBLIC EXCHANGE OFFER (PEO)

PROMOTED BY CAIRO COMMUNICATION S.P.A.

pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented

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Table of contents

DEFINITIONS ............................................................................................................................................ 3

INTRODUCTION ....................................................................................................................................... 7

1. Description of the meeting of the Board of Directors of 9-10 June 2016 ....................................... 9

1.1 Attendees of the meeting of the Board of Directors .............................................................. 9

1.2 Specification of vested interests or interests of third parties relating to the PEO ................. 9

1.3 Documentation examined ..................................................................................................... 10

1.4 Outcome of the meeting of the Board of Directors .............................................................. 11

2. Useful data and elements for understanding the PEO .................................................................. 11

3. Evaluations of the Board of Directors of the PEO and consistency of the PEO Consideration ..... 13

3.1. Evaluations of a business and corporate nature ................................................................... 13

3.2. Evaluation of the consistency of the PEO Consideration ...................................................... 17

3.3. The Financial Condition and its waiver.................................................................................. 26

3.4. Correction of several inaccuracies contained in the Offer Document .................................. 27

4. Independent Directors’ Opinion .................................................................................................... 28

5. Indication regarding the participation of members of the Board of Directors in negotiations for

the definition of the transaction ........................................................................................................... 28

6. Update of information available to the public and disclosure of significant events pursuant to

Article 39 of the Issuer’s Regulation ..................................................................................................... 29

6.1. Information on significant events subsequent to the approval of the last financial

statements or the last periodic interim accounting statement published ....................................... 29

6.2. Information on recent performance and outlooks of the Issuer, when not reported in the

Offer Document ................................................................................................................................. 29

6.3. Rescheduling of the RCS Group debt arising from the Loan Agreement .............................. 29

7. Effects of any success of the Public Exchange Offer on the employment levels of RCS and on the

location of production sites .................................................................................................................. 29

8. Conclusions of the Board of Directors ........................................................................................... 29

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DEFINITIONS

Independent Directors The independent directors of RCS, pursuant to Article 147-ter, paragraph 4, of the Consolidated Finance Act (TUF) and Article 3 of the Code of Conduct of listed companies in force at the Issuer's Statement Date who have contributed to the preparation of the Independent Directors' Opinion.

Share Capital Increase The share capital increase of Cairo Communication to service the PEO, approved by the extraordinary shareholders' meeting of Cairo Communication on 12 May 2016, to be carried out on one or more occasions for payment in several tranches, for a maximum amount, including the premium, of €274,918,460.05, or, more specifically, for a maximum nominal amount of €3,256,437.340, in addition to a maximum premium equal to €271,662,022.710, to be implemented through the issuing of a maximum number of 62,623,795 Cairo Communication ordinary shares with no indication of the nominal value, with regular dividend entitlement and the same characteristics as the outstanding ordinary shares at the issue date, without rights of pre-emption pursuant to Article 2441, paragraph 4, first sentence of the Italian Civil Code, at a unit issue price of €4.39 (€0.052 allocated to the capital and €4.338 to the premium), to be released by 31 December 2016 through contribution in kind of RCS Shares used for participation in the PEO.

RCS Shares The 521,864,957 RCS ordinary shares, the subject of the PEO, with no indication of the nominal value, listed on the Electronic Stock Market (MTA), corresponding to the total share capital of the Issuer as at the Issuer's Statement Date.

Funding Banks Intesa Sanpaolo S.p.A., BNP Paribas Italian Branch, Banca Popolare Commercio e Industria S.p.A., Banca Popolare di Bergamo S.p.A., UniCredit S.p.A., Banca Popolare di Milano S.c. a r.l. and Mediobanca – Banca di Credito Finanziario S.p.A., as parties to the Loan Agreement.

Cairo Communication

Cairo Communication S.p.A., a company under Italian law, with its registered office located in Milan, via Tucidide 56, tax code, VAT registration number and Milan Companies Register 07449170153, whose ordinary shares are listed on the Electronic Stock Market (MTA) - STAR Segment.

Citi

Issuer’s Statement

Citigroup Global Markets Limited, with its registered office located at the Citigroup Centre, Canada Square, London E14 5LB, appointed on 22 April 2016 as a financial advisor to RCS, for the purpose of preparing the Issuer's Statement.

This statement prepared pursuant to Article 103, paragraphs 3 and 3-bis, of the Consolidated Finance Act (TUF) and Article 39 of the Issuer's Regulation, approved by the Board of Directors which met on 9

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and 10 June 2016.

Statement on the PTO The statement made by the PTO Co-Offerors on 16 May 2016, pursuant to Article 102, paragraph 1, of the Consolidated Finance Act (TUF), and Article 37, paragraph 1 of the Issuer's Regulation, concerning the agreement reached by the latter to promote the PTO via a company under Italian law, then in the process of being established, later identified as International Media Holding.

Statement on the PEO The statement made by Cairo Communication on 8 April 2016, pursuant to Article 102, paragraph 1, of the Consolidated Finance Act (TUF) and Article 37, paragraph 1 of the Issuer's Regulation, concerning the decision to promote the PEO.

Financial Condition The Condition Precedent to Effectiveness of the PEO, described in Paragraph A.1.1.a., letter (b), Section A, of the Offer Document.

Conditions Precedent of the PEO

Each of the conditions precedent to which the effectiveness of the PEO is subject indicated in Paragraph A.1.1, Section A, of the Offer Document.

Loan Agreement The loan agreement signed by RCS, on 14 June 2013, with the Funding Banks, subsequently amended on 11 August 2014.

PTO Co-Offerors DI. VI. Finanziaria di Diego Della Valle & C. S.r.l., Diego Della Valle & C. S.r.l., Mediobanca – Banca di Credito Finanziario S.p.A., UnipolSai Assicurazioni S.p.A. also on behalf of UnipolSai Finance S.p.A., Pirelli & C. S.p.A. and International Acquisitions Holding S.à r.l. (indirectly controlled by the Investindustrial VI L.P. fund, a fund managed by the company under English law, Investindustrial Advisors Limited).

PEO Consideration The 0.12 Cairo Communication new issue ordinary shares offered by Cairo Communication in exchange for each RCS Share, contributed to the PEO.

Issuer's Statement Date 10 June 2016, the date that the Issuer's Statement was approved by the Board of Directors.

Offer Document Date 28 May 2016, the publication date of the Offer Document pursuant to Article 38 of the Issuer's Regulation.

DCF The methodology for evaluating the intrinsic value of a share based on the time value of money (discounted cash flow).

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Delisting The delisting of RCS Shares from the Electronic Stock Market (MTA).

Offer Document The offer document prepared by Cairo Communication pursuant to Article 102 of the Consolidated Finance Act (TUF) and the implementation provisions in the Issuer's Regulation.

Issuer or

RCS

RCS MediaGroup S.p.A., a company under Italian law, with its registered office located in Milan, via Angelo Rizzoli 8, tax code, VAT registration number and Milan Companies Register 12086540155, whose RCS Shares are listed on the Electronic Stock Market (MTA).

Independent Expert Professor Roberto Tasca, appointed on 13 May 2016, as the independent expert of the Board of Directors, pursuant to Article 39, paragraph 1, section d), of the Issuer's Regulation, for the purpose of preparing the Issuer's Statement.

Cairo Communication Group

Cairo Communication and its subsidiaries, pursuant to Article 2359 of the Italian Civil Code and Article 93 of the Consolidated Finance Act (TUF).

Cairo Communication Group Post-Offer

The Cairo Communication Group, of which the RCS Group will also be a part of if the PEO is completed, coming under the scope of consolidation of Cairo Communication and which shall report to Cairo Communication.

RCS Group

International Media Holding

RCS and its subsidiaries, pursuant to Article 2359 of the Italian Civil Code and Article 93 of the Consolidated Finance Act (TUF).

International Media Holding S.p.A., a company under Italian law, with its registered office in Milan, Via Mascagni 14, tax code, VAT Registration Number and Milan Companies Register 09527020961, set up by the IPO Co-Offerors in order to promote the PTO, pursuant to Articles 102 and 106, paragraph 4 of the Consolidated Finance Act (TUF), as well as the applicable implementation provisions in the Issuer's Regulation.

Electronic Stock Market (Mercato Telematico Azionario or MTA)

The Electronic Stock Market organised and managed by Borsa Italiana S.p.A.

PTO The voluntary public tender offer for the RCS Shares (minus the 117,927,168 RCS Shares which, based on the PTO Statement, are owned by the PTO Co-Offerors as at the PTO Statement date), promoted by International Media Holding pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Finance Act (TUF), as well as the applicable implementation provisions in the Issuer's Regulation. In the PTO Statement, the PTO Co-Offerors have declared that the PTO is a

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competing bid with regard to the PEO pursuant to Article 103, paragraph 4, section d) of the Consolidated Finance Act (TUF) and Article 44 of the Issuer's Regulation.

PEO or Public Exchange Offer

The voluntary public tender offer for the RCS Shares, promoted by Cairo Communication pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Finance Act (TUF), as well as the implementation provisions in the Issuer's Regulation, as described in the Offer Document.

Independent Directors' Opinion

The reasoned opinion containing the evaluations of the PEO and the consistency of the Consideration of the PEO, approved on 9 June 2016, prepared by the Independent Directors, pursuant to Article 39-bis of the Issuer's Regulation.

RCS Business Plan The RCS 2016 – 2018 business plan approved by the Board of Directors on 18 December 2015 and disclosed to the market on 21 December 2015.

Procedure The “Procedure regarding the implementation of significant transactions or operations in which a director is a stakeholder” adopted by RCS in January 2011.

RCS Refinancing Terms and Conditions

The main terms and conditions of the term sheet relating to the rescheduling of the Loan Agreement, as in the RCS statement to the market on 18 May 2016 attached to the Issuer's Statement under “A”.

UniCredit UniCredit S.p.A., with its general management based in Milan, Piazza Gae Aulenti 3, appointed on 26 April 2016 as a financial advisor to RCS, for the purpose of preparing the Issuer's Statement.

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INTRODUCTION

A. The PEO promoted by Cairo Communication

On 8 April 2016, through the Statement on the PEO, Cairo Communication notified Consob and the market, pursuant to Article 102, paragraph 1 of Legislative Decree No. 58 of 24 February 1999, as subsequently amended and supplemented (the “TUF”) and Article 37, paragraph 1 of the Consob Regulation adopted through resolution 11971 of 14 May 1999, as subsequently amended and supplemented (the “Issuer's Regulation”), of its decision to promote a voluntary tender offer, pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Finance Act (TUF), for all RCS Shares. The PEO Statement was sent to the representatives of the Issuers' employees, pursuant to Article 102, paragraph 2, of the Consolidated Finance Act (TUF).

On 28 April 2016, Cairo Communication filed the Offer Document with Consob pursuant to Article 102, paragraph 3, of the Consolidated Finance Act (TUF) and Article 37-ter of the Issuer's Regulation.

On 28 May 2016, Consob approved the Offer Document pursuant to Article 102, paragraph 4, of the Consolidated Finance Act (TUF) and, on the same date, Cairo Communication published the Offer Document.

According to what is stated in the Offer Document:

- the subject of the PEO is all RCS Shares amounting to 521,864,957, corresponding to the share capital of RCS;

- the number of RCS Shares which are the subject of the PEO could decrease if, during the PEO participation period, Cairo Communication were to have acquired RCS Shares outside of the PEO, in accordance with the provisions of Article 41, paragraph 2 and Article 42, paragraph 2 of the Issuer's Regulation;

- the RCS Shares used for participation in the PEO must be freely transferable to Cairo Communication and free of any liens of any type and nature, whether real, obligatory or personal;

- the PEO is aimed, without discrimination and under equal conditions, at all owners of RCS Shares;

- the PEO is promoted exclusively in Italy, as RCS Shares are only listed on the Italian Electronic Stock Market (MTA);

- the PEO has not been, nor will be, either promoted or circulated in the United States of America, Canada, Japan or Australia, or any other country in which the PEO is not permitted on account of the lack of authorisation from the competent authorities, or using means of international or national communication or trade in those countries (including, by way of example, the postal network, fax, telex, email, telephone and internet) or any structure of any of the financial intermediaries in these countries, or through any other means;

- the Offer Document does not constitute and cannot be interpreted as an offer of financial instruments aimed at subjects residing the Offer Document does not constitute and cannot be interpreted as an offer of financial instruments aimed at subjects residing in the United States of America, Canada, Japan or Australia as well as any other country in which the PEO is not permitted without the authorisation of the competent authorities.

* * * * *

B. The PTO promoted by International Media Holding

On 16 May 2016, through the Statement on the PTO, the PTO Co-Offerors notified Consob and the market, pursuant to Article 102, paragraph 1, of the Consolidated Finance Act (TUF) and Article 37, paragraph 1, of the Issuer's Regulation, of the agreement reached to promote the PTO through a company under Italian law, then in the process of being established, later identified as International

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Media Holding, and declared that the PTO took the form of a competitive bid in relation to the PEO pursuant to Article 103, paragraph 4, section d) of the Consolidated Finance Act (TUF) and Article 44 of the Issuer's Regulation.

On 20 May 2016, the PTO Co-Offers filed the offer document relating to the PTO with Consob pursuant to Article 102, paragraph 3, of the Consolidated Finance Act (TUF) and Article 37-ter of the Issuer's Regulation.

According to what was disclosed by International Media Holding on 3 June 2016, the terms of the administrative procedure aimed at the approval of the offer document relating to the PTO shall expire on 10 June 2016.

* * * * *

Taking into account that, (i) as illustrated in Paragraph 1.2 below, one of the RCS directors is, at the same time, a non-executive and independent director of Mediobanca – Banca di Credito Finanziario S.p.A. (one of the PTO Co-Offerors) and (ii ) pursuant to Article 101-bis, paragraph 4-bis, letter d), of the Consolidated Finance Act (TUF), a company and its directors are, in any event, persons acting in concert, the PTO falls under the case in question pursuant to Article 39-bis, paragraph 1, section a), point 4) of the Issuer's Regulation and, therefore, subject to the terms and conditions governing this regulation.

Taking into account that Article 39-bis, paragraph 1, section c) of the Issuer's Regulation extends the application of the framework governing offers pursuant to sections a) and b) of said article to “competitive” bids, on 20 May 2016, the Board of Directors of RCS (the “Board of Directors”) resolved to also submit the PEO to the framework governing the previously mentioned Article 39-bis. Therefore, on 9 June 2016, prior to the approval of the Issuer's Statement, the Independent Directors issued a reasoned opinion evaluating the PEO and the consistency of the PEO Consideration, as described below (Paragraph 4).

On 9 and 10 June 2016, the Board of Directors met to examine the PEO and approve the Issuer's Statement which, pursuant to Article 103, paragraphs 3 and 3-bis, of the Consolidated Finance Act, and Article 39 of the Issuer's Regulation, contains all useful information for understanding the PEO and the evaluation of the Board of Directors, as well as the evaluation of the effects that the possible success of the PEO shall have on the interests of the business, as well as on the occupation and localisation of the production sites.

For a full and comprehensive understanding of the background, terms and conditions of the PEO, please refer exclusively to the Offer Document. This Issuer's Statement is therefore not intended in any way to replace the Offer Document and does not, in any way, constitute, nor should it be understood as, a recommendation to subscribe or not subscribe to the PEO and it does not replace each shareholder's judgement with regard to the PEO.

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1. Description of the meeting of the Board of Directors of 9-10 June 2016

1.1 Attendees of the meeting of the Board of Directors

The following directors attended the meeting of the Board of Director, which commenced on 9 June 2016 and continued, following a suspension, on 10 June 2016, in which the PEO was examined and the Issuer's Statement was approved, pursuant to Article 103, paragraphs 3 and 3-bis, of the Consolidated Finance Act (TUR) and Article 39 of the Issuer's Regulation, attending in person and through audio-conferencing:

Laura Cioli * CEO

Gerardo Braggiotti* Independent Director

Paolo Colonna**° Independent Director

Teresa Cremisi* Independent Director

Dario Frigerio ** Independent Director

Thomas Mockridge*°° Independent Director

Mario Notari*** Independent Director

* Taken from the list submitted by the shareholder Mediobanca – Banca di Credito Finanziario S.p.A., also filed for and on behalf of the other parties to the agreement signed and disclosed to the market on 27 March 2015 (Fiat Chrysler Automobiles N.V., DI. VI. Finanziaria di Diego Della Valle & C. S.r.l. e Diego Della Valle & C. S.r.l., Pirelli & C. S.p.A. and Intesa Sanpaolo S.p.A.).

** Taken from the list submitted jointly by several institutional investors.

*** Appointed by the RCS shareholders' meeting on 16 December 2015 on the proposal of the Board of Directors to replace Dr Pietro Scott Iovane who was taken from the list * and later left office.

° Mr. Paolo Colonna attended the meeting from the restarting of the meeting on 10 June 2016.

°° Mr. Thomas Mockridge attended the meeting on 9 June 2016 until the suspension of the meeting.

The Chairman of the Board of Directors, Maurizio Costa, and board member Stefano Simontacchi did not take part in the aforementioned meeting of the Board of Directors for the reasons specified in Paragraph 1.2 below. Therefore, pursuant to Article 12, paragraph two, of the RCS by-laws, the meeting was chaired by most senior board member in terms of age attending the meeting from time to time.

The following were present for the Board of Statutory Auditors the Chairman Lorenzo Caprio and Gabriella Chersicla (attending meeting on 9 June 2016 until the suspension of the meeting).

The statutory auditor Enrico Maria Colombo sent his apologies.

1.2 Specification of vested interests or interests of third parties relating to the PEO

During the Board of Directors meetings of 13 and 21 April 2016, board member Stefano Simontacchi declared his own indirect interest in relation to the PEO, pointing out that he was a partner at the Bonelli Erede practice which is assisting Cairo Communication under the scope of the PEO by

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providing legal advice. On 21 April 2016, the Board of Directors therefore approved the application of the Procedure, based on which a director with vested interests on his/her own account, or on behalf of third parties, including potential or indirect, is obliged to leave board meetings when subjects involving the aforementioned interests are dealt with.

During the Board Meeting of 20 May 2016, following the announcement of the PTO, the Chairman of the Board of Directors, Maurizio Costa, stated that he was a member of the Board of Directors of Mediobanca – Banca di Credito Finanziario S.p.A., one of the PTO Co-Offerors, and a non-executive and independent director. The Chairman of the Board of Directors noted and recorded, pursuant to the Procedure, the requirement to leave board meetings during the examination of the PTO, as well as the PEO. At the same board meeting on 20 May 2016, board member Stefano Simontacchi stated that he had also continued to leave board meetings during the examination of the PTO.

On 20 May 2016, the Board of Directors acknowledged the statements of Chairman Costa and board member Simontacchi and resolved that (i) the Procedure applied with regard to them in relation to both public tender offers for the RCS shares, and (ii ) pursuant to Article 12, paragraph two, of the RCS by-laws, during the examination of the public tender offers promoted on the RCS shares, the meeting of the Board of Directors should be chaired by Teresa Cremisi or, in the case of her absence or indisposition, by the most senior board member in terms of age.

During the meeting of the Board of Directors of 1 June 2016, CEO Laura Cioli stated that, on 22 December 2015, she had purchased 400,000 RCS Shares on the market at a unit price of €0.5795, pointing out that this purchase - disclosed to the market pursuant with Article 152-octies of the Issuer's Regulation - was made as a gesture of good faith with regard to RCS and as proof of her commitment and exclusive interest in carrying out the activities of CEO for the development of the Issuer, fully aligned with the interests of the Issuer and all its shareholders. On 1 June 2016, the Board of Directors, after noting the declaration of the CEO, decided it did not have to apply the Procedure, as it had established there was no conflict of interest with RCS and not wishing to be without the contribution of the CEO when examining and evaluating the offers promoted for the Issuers' shares.

It should also be noted that on 22 December 2015, with the same intention as the CEO, the Chairman of the Board of Directors, Maurizio Costa, bought 400,000 RCS shares on the market at a unit price of €0.5657, as disclosed to the market pursuant to Article 152-octies of the Issuer's Regulation.

1.3 Documentation examined

In its evaluation of the PEO and the PEO Consideration, for the purpose of the approval of the Issuer's Statement, the Board of Directors examined the following documents:

- the Statement on the PEO, in which Cairo Communication announced its decision to promote the PEO pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Finance Act (TUF);

- the report issued to the Cairo Communication Board meeting on 12 April 2016 by the Board of Directors of Cairo Communication pursuant to Article 2441, paragraph 6, of the Italian Civil Code, Article 125-ter of the Consolidated Finance Act (TUF) and Article 70 of the Issuer's Regulation on the proposed share capital increase for payment, with no pre-emption rights pursuant to Article 2441, paragraph 4, first sentence, of the Italian Civil Code, to be released through contributions in kind;

- the “Opinion on the value attributable as at the reference date of 31 December 2015 to 521,864,957 RCS MediaGroup S.p.A. ordinary shares, subject of a possible contribution under the scope of the voluntary public tender offer promoted by Cairo Communication S.p.A. – Report pursuant to Article 2343-ter of the Italian Civil Code” prepared on 20 April 2016 by the independent expert of Cairo Communication, Professor Andrea Amaduzzi;

- the fairness opinion of the independent auditors of Cairo Communication, KPMG S.p.A., prepared on 21 April 2016, pursuant to Article 2441, paragraph 6, of the Italian Civil Code and Article 158, paragraph 1, of the Consolidated Finance Act (TUF);

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- the notes to the aforementioned report published by Cairo Communication on 10 May 2016, pursuant to Article 114, paragraph 5, of the Consolidated Finance Act (TUF), at the request of Consob;

- the Statement on the PTO in which the PTO Co-Offerors announced the agreement reached to promote the PTO through a company under Italian law then in the process of being established, later identified as International Media Holding, pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Finance Act (TUF);

- the minutes of the extraordinary shareholders' meeting of Cairo Communication which approved the Share Capital Increase, through a deed drawn up by the notary, Professor Carlo Marchetti, Milan register no. 13033/file no. 6815;

- the Offer Document, as approved by Consob on 28 May 2016 and sent to RCS on 28 May 2016;

- the fairness opinion issued on 9 June 2016 by the Independent Expert, pursuant to Article 39, paragraph 1, section d) of the Issuer's Regulation;

- the Opinion of the Independent Directors pursuant to Article 39-bis of the Issuer's Regulation;

- the fairness opinion issued on 9 June 2016 by Citi;

- the fairness opinion issued on 9 June 2016 by UniCredit.

1.4 Outcome of the meeting of the Board of Directors

On 10 June 2016, this Issuer's Statement was approved unanimously.

2. Useful data and elements for understanding the PEO

As illustrated in the Offer Document, the PEO is a voluntary public tender offer promoted by Cairo Communication, pursuant to Articles 102 and 106, paragraph 4, of the Consolidated Finance Act (TUF) with the subject of the RCS Shares.

According to Section E of the Offer Document, the PEO Consideration is equal to 0.12 Cairo Communication ordinary shares for each RCS Share, used for participation in the PEO and will be paid in accordance with the deadlines and methods specified in Paragraphs F.5. and F.6, Section F of the Offer Document.

According to what is stated in the Offer Document (please see Introduction and Paragraph A.1.5, Section A), the Cairo Communication shares issued to service the PEO come from the Share Capital Increase which is subject to the regulations pursuant to Articles 2440 and 2343-ter et. seq. of the Italian Civil Code, on the subject of share capital increases to be released through the contribution of goods in kind.

According to what is stated in the Offer Document (see Paragraph A.1.5, Section A),on 20 April 2016, Professor Andrea Amaduzzi, as independent expert pursuant to Article 2343-ter, paragraph 2, section b) of the Italian Civil Code, issued his report on the RCS Shares, with reference to the date of 31 December 2015, and, under the scope of this report, Professor Andrea Amaduzzi believed that, at the reference date of 31 December 2015, the unit value attributable to RCS shares, was not less than that attributed for the purpose of calculating the share capital and the premium under the scope of the Share Capital Increase.

In the Offer Document (see Paragraph A.1.5, Section A) it points out that the Board of Directors of Cairo Communication, pursuant to the combined provisions of Articles 2343-quater and 2440 of the Italian Civil Code, will be obliged, within 30 days of the execution of the transfer or, if later, as of the date the approval of the Share Capital Increase is recorded in the Companies Register, to issue a declaration stating, among other things, that, following the date to which the evaluation prepared by the independent expert refers pursuant to Article 2343-ter, paragraph 2, section b), of the Italian Civil

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Code, there have not been any exceptional events or new events that would considerably alter the value attributed to the RCS Shares for the purpose of the Share Capital Increase, as well as the independent expert who made the evaluation satisfying the requirements of professionalism and independence, pursuant to Article 2343-ter, paragraph 2, section b) of the Italian Civil Code. In the Offer Document (see Paragraph A.1.5, Section A) it points out that, until the time of filing (rectius registration) of this declaration in the Milan Companies Register, the Cairo Communication shares offered in exchange to subscribers of the PEO are inalienable and should remain filed at Cairo Communication.

In the Offer Document (see Paragraph A.1.5, Section A) it also states that, if the Board of Directors of Cairo Communication believes that there have been exceptional events or significant new events such that would considerably alter the value attributed to the RCS Shares for the purpose of the Share Capital Increase, or if it believes that Professor Andrea Amaduzzi has not met the requirements of professionalism and independence in his capacity as the expert who produced the report on the RCS Shares pursuant to Article 2343-ter, paragraph 2, section b) of the Italian Civil Code, the Board of Directors of Cairo Communication, pursuant to Article 2343-quater, paragraph 2 of the Italian Civil Code, should follow the ordinary procedure for the evaluation of contributions in kind pursuant to Article 2343 of the Italian Civil Code which specifically requires a sworn appraisal of the value of the assets contributed by a court-appointed expert in the area in which the recipient company is located.

Therefore, the Offer Document (please see Paragraph A.1.5, Section A) highlights the risk that the Board of Directors of Cairo Communication cannot make the declaration pursuant to Article 2343-quater, paragraph 2, (rectius paragraph 3) of the Italian Civil Code and it must proceed with a new evaluation pursuant to Article 2343 of the Italian Civil Code, with the consequent uncertainties regarding the time for the appointment of an expert by the competent Court and the time it will take to issue said expert evaluation. In addition, the Offer Document (please see Paragraph A.1.5, Section A) reveals that, pursuant to Article 2343 of the Italian Civil Code, if it transpires that the value of the assets contributed was more than one fifth lower than that of the transfer, the recipient company should reduce the share capital proportionally, cancelling the shares that are not covered.

In this regard, the Board of Directors also revealed that, moreover, pursuant to Article 2440, paragraph 6, of the Italian Civil Code, if goods in kind are transferred evaluated pursuant to Article 2343-ter, paragraph 2, of the Italian Civil Code, always within the deadline of 30 days from the execution of the transfer, or, if later, as of the date the approval of the Share Capital Increase is recorded in the Companies Register, one or more shareholders representing (and which represented it at the date of the approval of the Share Capital Increase) at least 5% of the share capital of Cairo Communication, in the amount prior to the aforementioned Share Capital Increase, can request, at the initiative of the directors of Cairo Communication, a new evaluation pursuant to Article 2343 of the Italian Civil Code, unless said directors proceed with the ordinary evaluation procedure for transfers in kind pursuant to Article 2343 of the Italian Civil Code on the basis of the provisions of Article 2343-quater, paragraphs 1 and 2, of the Italian Civil Code.

The effectiveness of the PEO is subject to the conditions specified in Paragraph A.1.1, Section A, of the Offer Document being verified (the “Conditions Precedent of the PEO") Cairo Communication can renounce, in full or in part, each of the Conditions Precedent of the PEO according to what is stated in the Offer Document (please see Paragraph A.1.1.b, Section A).

According to what is stated in the Offer Document, the PEO is not aimed at delisting. However, it states in the Offer Document that if Cairo Communication were to become the owner of a stake in the share capital of RCS of more than 90% and less than 95%, Cairo Communication reserves the right to evaluate whether or not to proceed with the reconstruction of the free float sufficient to ensure the regular trading of RCS Shares on the Electronic Stock Market (MTA). In this regard, please refer to Paragraph G.3, Section G, of the Offer Document.

For a full and analytical explanation of all the terms and conditions of the PEO, please refer to the contents of the Offer Document and, specifically, the Paragraphs indicated below in said Offer Document:

- Paragraph “Warnings for investors”;

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- Section A – “Warnings”;

- Section B, Paragraph B.1 – “The Offeror”;

- Section C – “Categories and quantities of financial instruments which are the subject of the Offer”;

- Section E – “Unit consideration for financial instruments and its justification”;

- Section F – “Methods and terms for participating in the Offer, Consideration payment dates and methods and return of securities which are the subject of the Offer”;

- Section G – “Methods of funding, guarantees of exact compliance and future programmes of the Offeror”;

- Section J – “Dilution resulting from the Offer”.

3. Evaluations of the Board of Directors of the PEO and consistency of the PEO Consideration

3.1. Evaluations of a business and corporate nature

Introduction

Firstly, the Board of Directors observes that Cairo Communication has not (nor has it in the past, based on publicly available information) released quantitative indications to the market regarding the economic-financial objectives of the Cairo Communication Group. In Paragraph B.1.23, Section B, of the Offer Document, it only indicates with reference to the Cairo Communication Group on a stand-alone basis that it also expects to achieve a positive EBITDA in 2016, without any quantitative indication.

Conversely, taking into account the industrial objectives and reasons for the PEO and the future programmes developed by Cairo Communication,it would be useful to recall the main objectives and actions, as well as the economic and financial targets of the RCS Business Plan, as disclosed in the press release and presentation of 21 December 2015. For this purpose, please find below an extract of said press release.

“The future success of the RCS Group is linked to the achievement of three key objectives:

• Ensure SUSTAINABLE ECONOMICS over the short and long terms;

• Extract top value from the Group's assets, also by profoundly TRANSFORMING ITS BUSINESS;

• Set strong foundations for FUTURE GROWTH.

To achieve these objectives, the Plan is focused on eight basic actions […]:

1. Persistently reduce costs while protecting investments and quality

Net benefits amounting to about Euro 60 million are forecast for 2018. Roughly Euro 45 million will come from measures implemented on external costs; about Euro 15 million are connected with the labor costs, which is the result of a gross reduction of about Euro 40 million (right-sizing of the corporate functions and of process support and simplification, also appealing to union agreements), offset by an inertial trend and new recruitments totalling approximately Euro 25 million.

2. “Beyond digital”: stabilize revenues and margins of Print+Web+Mobile editorial products

- Growth in the core brand audience by developing new products and verticalities to reach new targets and achieve synergies between brands.

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- Rethink and revitalize the local editions and further strengthening by launching digital products that are hyperlocal, in line with the new demands of readers.

- Introduce new subscription models and – first in Italy - paywalls to adequately monetize the contents, become familiar with and retain the reader.

- Maintain price leadership for all the publications while balancing the drop in traditional revenues versus an ever-increasing richness and quality of the product.

3. Selectively invest in high-potential areas

- Focus on sport events, especially cycling e running: full exploitation of the iconic formats (e.g. Giro d'Italia) along with international best practices; development of a broader system of competitive events; launch of new amateur and mass events. In the mid-term, assessment of opportunities for further strategic development, also through selected partnerships, whose impact is presently not contemplated in the Plan.

- International Spanish-speaking audience: expansion of pure digital by playing on the Marca and La Gazzetta dello Sport brands, whose leading editorial contents, event and athletes/sportsmen is of particular interest for the Spanish-speaking communities. Light development model through selected partners that guarantee a prominent presence in the area and complementary local content.

- Data-centric transformation: construction, in-depth knowledge and profiling of the Group's audience (30 million people) by taking advantage of every contact opportunity in order to improve current revenue streams and create new ones.

4. Exploit scale to optimize technological platforms

Considerable strengthening and cross-country integration of the Group's technological platform to usher in digital transformation, rationalize costs and investments, develop synergies and open new revenue opportunities.

5. Optimize the value chain by leading the print industry consolidation process

Promotion of the necessary process of optimizing the Italian printing industry by following a route that first of all is aimed at increasing saturation of the production system that the Group uses today and at assessing possible joint initiatives with other players in the Italian market.

6. Dismiss non-core/low value assets

Rationalization of the portfolio of non-core assets (VEO and Sfera) that are not functional to the core business or are poorly performing by selling at the adequate price, by creating synergies or simplifying, and by continuously monitoring economic and financial prospects.

7. Simplify the organization, focusing on capabilities, accountability and execution

New

New organization model, redesigned to be consistent with the Plan in order to:

- focus management and resources on the key elements of the strategy and on execution;

- achieve maximum cost and revenue integration and synergies between countries;

- ensure the tools needed for the transformation process

8. Continuously monitor the Plan's execution

Continuous and detailed monitoring of the Plan's objectives and actions in order to guarantee prompt reactions to changes in context or to results that do not fall into line with expectations by developing alternative actions.”

The RCS Business Plan therefore includes the following consolidated quantitative targets of an economic-financial nature to 2018:

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- Slightly growing revenues (CAGR 2015-2018 +1.5%);

- Net efficiencies of €60 million compared with 2015;

- EBITDA* doubled compared with 2015 – EBITDA margin 13%;

- Cumulative net profit for the three years of the Plan equal at approximately €70 million;

- Cumulative net cash flow for the three years of the Plan (excluding income from the sale of non-core assets) equal to €95-100 million;

- Net receipts of approximately €110-120 million in the three-year period of the Plan from the sale of non-strategic assets1;

- Reduction of the ratio between net debt and EBITDA* approximately doubled.

The RCS interim objectives were also defined for 2016 on a consolidated basis, given below:

- Revenues in line with 2015;

- EBITDA* margin at 10%;

- Net efficiencies of €40-45 million compared with 2015;

- Positive net result;

- Net cash flow at break-even point (excluding revenues from sale of non-core assets);

- Reduction of the ratio between net debt and EBITDA* approximately quadrupled.

*Before and non-recurring expenses and income.

This having been stated, the Board of Directors notes the reasons for the PEO and the future programmes of Cairo Communication described in Section G.2 of the Offer Document. In this regard, the Board of Directors believes it is advisable to draw the attention of RCS shareholders to the following:

a) Reasons for the PEO and future programmes developed by Cairo Communication

According to what is stated in Paragraph G.2.1, Section G, of the Offer Document, the PEO is aimed at the creation of a large, diversified, multi-media publishing group (daily newspapers, magazines, web, sporting events, television) with an Italian reference, with a strong international presence and capable of best exploiting the opportunities resulting from the convergence of traditional media on digital platforms.

Cairo Communication has indicated in the Offer Document (see Paragraph G.2.1, Section G) that it intends to create an effective plan to relaunch the RCS Group, which involves a hard-hitting plan to optimise industrial costs, the maximisation of the potential of publishing products, the expansion of the range of highly distinctive non-publishing activities, such as sporting events, the strengthening and further development of digital products, leveraging, among other things, its experience gained in the execution of complex corporate restructuring, the skills developed in advertising revenue and its growth capacity in the sector of magazines.

The Board of Directors does not identify elements of significant discontinuity in these reasons compared with the RCS Business Plan.

b) Absence of elements essentially different in the future programmes developed by Cairo Communication compared with the RCS Business Plan specifically regarding operating costs

1 This value includes the net receipts resulting from the already completed sale of RCS Libri S.p.A. For details, please refer

to the RCS press release of 14 April 2016.

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In the Offer Document, Cairo Communication proposes to implement, among other things, operating cost rationalisation measures for the RCS Group. Specifically, in Paragraph G.2.2.c.2, Section G, of the Offer Document, among the cost rationalisation measures mentioned, it includes, among other things, actions aimed at improving the saturation of printing centres maximising the utilisation rate in synergy with other local and national operators, continuing the integration of printing and digital production, revising industrial and procurement processes, reviewing external costs and also evaluating the re-insourcing of activities currently outsourced. In this regard, the Board of Directors observes that:

- the structural reduction of costs is already the first key point of the RCS Business Plan. As announced to the market on 11 May 2016, RCS had already implemented all the efficiency initiatives in the RCS Business Plan in the first quarter of 2016 and further optimisation measures were planned which will allow it to exceed the 2016 annual target, reaching €50 million net, compared with the efficiency target of €60 million for the three-year period 2016-2018 and exceeding the guidance of the RCS Business Plan of €40-45 million for 2016;

- the RCS Business Plan predicts that measures on costs, combined with a stabilisation of revenues, can lead to a consolidated increase in EBITDA before non-recurring expenses and income for RCS from €71.8 million in 2015 to approximately €140 million in 2018 (an amount that does not include the potential contribution of several projects identified, but not evaluated in the RCS Business Plan), together with a significant reduction in the consolidated net financial debt/EBITA ratio before non-recurring expenses and income, expected to double for 2018.

According to what is stated in the Offer Document (see Paragraph G.2.2.b, Section G), Cairo Communication expects to be able, from the cost structure optimisation measures described in Paragraph G.2.2.c.2, Section G, of the Offer Document, by the third year of the business plan which is expected to be prepared by the Cairo Communication Group after the Offer by the end of 2016, to achieve cost savings, compared with those for 2015, estimated at a total of approximately €140 million per year. In this regard, the Board of Directors observes that:

- these cost savings are quantified at €140 million without further details being provided; according to what is shown in the Offer Document, the cost savings have been calculated on the basis of the 2015 costs of the Cairo Communication Group after the Offer equal to approximately €1,228.4 million including extraordinary expenses, which for the RCS Group alone were equal to approximately €55 million in 2015;

- taking into consideration the aforementioned 2015 non-recurring expenses for RCS Group and the efficiencies already provided for in the RCS Business Plan for 2018, equal to €60 million, the additional benefit forecast by Cairo Communication would therefore be reduced to €25 million, with a time horizon of one year more than the RCS Business Plan (2019 compared with 2018) as well as through an overall cost basis that refers to the most extensive scope of the Cairo Communication Group after the Offer;

- therefore, the cost savings indicated in the Offer Document are not significantly higher compared with those already forecast by the Issuer, also taking into account that several actions (such as, for example, industrial optimisation and saturation) have already been specified in the RCS Business Plan but not valued for the component resulting from any agreements with third parties.

- Lastly, it is noted that Cairo Communication itself highlights in Paragraph G.2.2.b, Section G of the Offer Document that the achievement of synergies and cost savings presents numerous aspects that could involve operating and management problems resulting from the management of a significantly larger group, the coordination of geographically separate organisations, as well as the coordination of separate corporate structures.

c) Absence of elements essentially different in the future programmes developed by Cairo Communication compared with the RCS Business Plan relating to other industrial proposals

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Cairo Communication has indicated in Paragraph G.2.2.c.1, Section G, of the Offer Document that the objectives of its plan includes: the upgrading of revenues through the further development of sporting and non-sporting events; the optimisation of user profiling processes to maximise digital revenues; the development of new revenue streams in the local daily newspaper sector; the relaunch of magazines in Italy and Spain, the enrichment of the editorial content of daily newspapers and related websites in Italy and Spain and the identification of high-developed digital models. In this regard, the Board of Directors points out that:

- several growth opportunities (local information, paid online subscription) identified by Cairo Communication have been expressed in the Offer Document in exactly the same way as in the RCS Business Plan (see RCS Business Plan, action two: "beyond digital");

- the presence of Cairo Communication in the digital media sector has not been significant to date;

- the intention of Cairo Communication to expand the range of highly distinctive non-publishing activities, such as sporting events, is one of the central points of the strategy already implemented by the current management of RCS (see RCS Business Plan, action three: "development initiatives in high growth potential areas") Cairo Communication does not have a consolidated and significance presence in this business segment;

- no specific mention is made in the Offer Document of the potential inter-group synergies that could be implemented between the Italian and Spanish business units of the RCS Group which, on the other hand, represent one of the areas that the RCS Business Plan focuses special attention on;

- Cairo Communication has an important presence and expertise in the area of magazines, but with types of products that differ considerably in their content and target audience from those of RCS.

d) Commitment to future development and strategy with regard to non-strategic assets

The Board of Directors wishes to point out that Cairo Communication does not provide information in the Offer Document regarding future investments relating to the RCS Group; the Offer Document (please see Paragraph G.2.2.c.4, Section G) generally includes investments made in line with the industrial needs of plants and limited investments for the acquisition of expertise focused on the digital sector, for an anticipated sum of not more than the historical values of the RCS Group for the previous 2-3 financial years.

In the Offer Document, in Paragraph A.1.2, Section A, and Paragraph B.1.19, Section B, it also refers to the possible sale of non-strategic assets of the Cairo Communication Group after the Offer aimed at covering the financial requirement, without this aspect being taken up later and described in more detail in other parts of the actual Offer Document, at the very least in terms of the identification of the assets considered to be non-strategic.

In addition, in Paragraph A.1.4, Section A and Paragraph G.2.2.b, Section G, of the Offer Document, Cairo Communication does not exclude that it may be necessary to implement recapitalisation measures for RCS if, during the three-year period of the business plan that will be prepared by the Cairo Communication Group after the Offer, the results of the RCS Group were not in line with the forecasts of this plan, or if further circumstances were to occur that had a negative effect on the economic, capital and financial situation of the RCS Group, without, however, clarifying what Cairo Communication's level of commitment would be with regard to any further recapitalisation expenses.

3.2. Evaluation of the consistency of the PEO Consideration

3.2.1 Main information on the PEO Consideration in the Offer Document

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The Board of Directors notes that, according to Section E of the Offer Document, the PEO Consideration is equal to 0.12 Cairo Communication ordinary shares for each RCS Share contributed to the PEO.

According to what is stated in the Offer Document (see Paragraph E.1, Section E), on 8 April 2016, when calculating the comparative estimate of the economic capital of the Cairo Communication Group and the RCS Group, the board of directors of Cairo Communication, for the purpose of calculating the PEO Consideration, identified the main evaluation method as the stock exchange listing method and as the control methodologies the target prices published by research analysts who follow Cairo Communication and RCS stock and comparable listed companies stock exchange multiples.

For further information on the criteria for calculating the PEO Consideration adopted by Cairo Communication, please refer to Paragraphs E.1 to E.6, Section E of the Offer Document.

Lastly, according to what is stated in the Offer Document (please see Paragraph E.1, Section E), in order to attribute a "monetary" value to the PEO Consideration, eCairo Communication has valued its ordinary shares offered in exchange with reference to the issue price established by the Board of Directors of Cairo Communication under the scope of the Share Capital Increase (equal to €4.39). As indicated in the Offer Document (please see Paragraph E.1, Section E), by applying this price to the PEO Consideration (in other words multiplying €4.39 by the 0.12 Cairo Communication ordinary shares offered for each RCS Share contributed to the PEO) the inherent monetary value of the PEO Consideration is equal to approximately €0.527 for each RCS Share used for participation in the PEO (the “Unit Monetary Value”).

According to what is stated in the Offer Document (please see Paragraph E.2, Section E), the total value of the PEO if fully subscribed, will be equal to approximately €274,918,460.05, based on an evaluation at the Unit Monetary Value.

3.2.2. Main observations of the Board of Directors

The Board of Directors notes what has been stated in the Offer Document and the observations formulated by the Independent Expert, Citi and UniCredit regarding the information available about Cairo Communication and the methodologies used in the evaluation of the consistency of the PEO Consideration and intends to highlight the following considerations.

a) The use of the DCF method to calculate the value of Cairo Communication has not been possible due to the lack of a business plan for the Cairo Communication Group

As it is known, the Issuer presented the RCS Business Plan to the market; conversely, in the Offer Document (please see Paragraph G.2.2.b, Section G) it states that no business plans for the Cairo Communication Group have been approved. There is therefore no significant information available for a transaction in which the payment offered for RCS Shares is Cairo Communication shares, with the obvious difficulty for the market and for the actual Board of Directors to thoroughly evaluate the PEO.

As revealed by the Independent Expert, Citi and UniCredit, while it has been possible to calculate the fundamental value of RCS based on the DCF method, the non-availability of a business plan for the Cairo Communication Group means that it is not possible to apply this method to Cairo Communication and, therefore, to compare the value of RCS with the corresponding value of Cairo Communication calculated on the basis of this method.

In this regard, the Board of Directors stresses the significance of the information for the market of the value of RCS calculated using the DCF method, based on the economic, financial and capital prospects of the Issuer, referring to the fairness opinions of the Independent Expert, Citi and UniCredit for the related assessments of the value of the Issuer from the application of this method.

b) Limitations in the use of the method of stock exchange listings in the light of the insufficiency of the free float and reduced trading volumes of Cairo Communication as well as several factors that affected the performance of RCS stock.

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With specific reference to the main evaluation methodology used by Cairo Communication in calculating the PEO Consideration (i.e. stock exchange listings), the following should be pointed out.

As it is known, the use of the stock exchange listings method assumes that, in the presence of an efficient market, market prices reflect the fundamental values of the stock. It is observed that the reduced trading volumes and reduced size of the Cairo Communication free float compared with RCS could undermine the significance of the results produced by this methodology. In this regard note that the average daily values of Cairo Communication stock recorded in the 12 months prior to the Statement Date of the PEO is equal to approximately one-sixth of that of RCS recorded in the same period (average daily value at 1 year equal to €2.5 million for RCS compared with €0.4 million for Cairo Communication). Also note that the cumulative values in the 12 months before the Statement Date of the PEO were approximately €114 million for Cairo Communication (corresponding to approximately 32% of the stock exchange capitalisation as at 7 April 2016 and approximately 117% of the free float as at 7 April 2016), while in the same period RCS recorded cumulative values of approximately €640 million (corresponding to approximately 303% of the stock exchange capitalisation as at 7 April 2016 and approximately 743% of the free float as at 7 April 2016). The Offer Document also states with reference to Cairo Communication that “the significance of the stock exchange price could be limited by the reduced liquidity of the actual stock (please see Paragraph A.1.6, Section A).

In addition, on the PEO Statement Date, RCS Shares were suffering from the following effects:

• the announcement on 2 March 2016 of the distribution of RCS Shares owned by Fiat Chrysler Automobiles, with possible negative impacts on the RCS stock of stock market prices, and

• the then perceived uncertainty surrounding the renegotiation of the debt with the Lending Banks.

This is confirmed in the fact that the market price of the RCS Shares were reduced by 27.4% between 3 March 2016 (the day following the above announcement) and 7 April 2016 (the day before the PEO Statement Date) inclusive, based on closing prices. In the same period, the Italian market (FTSE index Italy All Share) recorded a 7.5% reduction, while the Cairo Communication stock grew by 11.1% based on closing prices.

Without prejudice to the above, taking into account not being able to use the DCF method for Cairo Communication, stock exchange prices, in any event, represent a reference parameter in the evaluation of the consistency of the PEO Consideration.

c) Failure to recognise a control premium in the evaluation of RCS Shares

The Board of Directors, as already indicated in the press release published on 13 April 2016, stressed that Cairo Communication had not agreed the PEO with RCS and, also in the light of the "Minimum Level of Participation Condition" and the terms of the possibility of renouncing it (as indicated in the Offer Document, please see Paragraphs A.1.1.a, and A.1.1.b, Section A), and what has been stated by Cairo Communication in the notes to the report to the shareholders' meeting of 12 May 2016 (published on 10 May 2016), it also believes that it is lawfully aiming, (at the very least) to obtain de facto control of RCS. The Board of Directors, in addition to taking on the considerations of financial advisors Citi and UniCredit and those of the Independent Expert (referred to in Paragraphs 3.2.3 and 3.2.4 of the Issuer's Statement) with regard to the opportunity of evaluating the consistency of the PEO Consideration, also in relation to a premium for control, reveals the failure to recognise a control premium in the evaluation of the RCS Shares, which is typically used in offers (including those with payment in kind) aimed at obtaining control of a listed company, all the more when they are unsolicited. The payment of a control premium would be all the more justified taking into account the situation in which, if the outcome of the PEO is positive, the competitiveness of the Issuer would disappear or, in any event, it would be considerably reduced.

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Specifically, the data obtained separately from Citi and UniCredit highlights that, under the scope of public tender offers that took place on the Italian market, an average premium higher than the premium (or discount) implicit in the PEO was paid. Specifically, the PEO exchange ratio represents a premium of 6.7% on the performance of RCS stock at 1 month and a discount of (13.0%), (16.3%) and (29.5%) at 3, 6 and 12 months, respectively from the day before the PEO Statement State, based on the weighted average closing prices for volumes of RCS and Cairo Communication stock and taking into consideration price of Cairo Communication adjusted by the dividend payed on 9 May 2016. The premiums/discounts given were calculated by comparing the average RCS stock prices with the average Cairo Communication stock prices in the same periods; in contrast, in the Offer Document (please see Paragraph E.4, Section E) it states the premiums/discounts in terms of payment offered with regard to the ratio between the average prices of RCS stock, on the one hand, and the price of Cairo Communication stock on 7 April 2016, on the other.

d) Target prices

With reference to the target prices, note that Cairo Communication has a more limited coverage (three research analysts) compared with RCS (six research analysts).

To compare the target prices of RCS stock and Cairo Communication stock, please refer to the fairness opinions of the Independent Expert, Cit and UniCredit.

e) Multiples method applied to Cairo Communication

As far as the intrinsic value of the PEO Consideration is concerned, the Board of Directors notes that on 7 April 2016 (the day before the PEO Statement Date), Cairo Communication shares were being exchanged at Enterprise Value / EBITDA forward-looking multiples of approximately 10.2x and 8.8x based on 2016E and 2017E, respectively (pre-amortisation EBITDA of television rights) on the basis of the research analyst data. These multiples were, moreover, higher than those of comparable companies in the sector identified by Cairo Communication itself in the report for the Cairo Communication meeting on the Share Capital Increase (7.2x and 6.9x, respectively based on 2016E and 2017E) and those of RCS itself (6.9x and 5.8x based on 2016E and 2017E on the basis of the research analyst data). In this regard, the Board of Directors notes that the elements to justify this difference are not available. As it is already known, the lack of indications from Cairo Communication regarding expected EBITDA for 2016 and subsequent years (excluding general references in the Offer Document to maintain profitability for the year in progress) makes it difficult to understand the concrete expectations of generating economic results by Cairo Communication.

3.2.3 Methodologies and summary of results of the Independent Expert

On 13 May 2016, RCS appointed Professor Roberto Tasca as the independent expert pursuant to Article 39, paragraph 1, section d), of the Issuer's Regulation to issue the fairness opinion of the Independent Expert.

The Independent Expert was identified following a selection procedure carried out by the Issuer, based on predetermined criteria including professional skill, consideration requested and the absence of economic, capital and financial relations (currently or in the last three years) such so as to jeopardise his independence with (i) RCS and the companies or other entities that it controls, (ii ) Cairo Communication, the Public Tender Offer Co-Offerors and the relative financial advisors for the Public Exchange Offer and the Public Tender Offer, respectively, as well as the parties that control them, the companies or other entities controlled by them and the companies or other entities subject to joint control and (iii ) the directors of the companies or other entities pursuant to points (i) and (ii ).

The Independent Expert provided his fairness opinion on 9 June 2016.

The Independent Expert has pointed out, on a preliminary basis, that in order to render an opinion on the fairness of the PEO Consideration and an opinion on the merits of the proposal made by Cairo Communication, it is essential to be in a position to carry out a comparison of the securities being

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exchanged and, therefore, of the relative market values of the above-mentioned securities and that, where possible, the comparison between the market values of the securities being exchanged must be made on the basis of their intrinsic or fundamental values, determined on the basis of financial models.

The Independent Expert also observed that although the calculation process most frequently used to determine the fundamental values of securities is the DCF method, in presenting the procedures followed to determine the per share price offered to RCS’ shareholders, Cairo Communication did not use any method that contemplated a comparison between fundamental values, nor did it present to the market any forward-looking plan.

The Independent Expert pointed out that such a gap constituted a critical issue with regard to the assessment tasks assigned to him, since the PEO would have required to comparatively assess the market values of the two securities, which incorporate all of the future economic-financial and capital prospects expected to generate returns on the same, while a comparison based solely on historical series (such as stock exchange prices or the economic conditions at which similar transactions were concluded in the past) fails to take into consideration forward-looking aspects.

In the absence of a forward-looking plan for Cairo Communication, the Independent Expert found it advisable to avail himself, first of all, of the stock exchange price method applied to the shares of RCS and Cairo Communication.

In particular, the Independent Expert, on the basis of the historical series of weighted average prices over the period from 8 April 2015 until 7 April 2016 (identifiable as the “Historical series of market prices weighted for volumes of securities traded pre-announcement”), calculated using the stock exchange price quote method, identified the implicit exchange ratio over the time periods of 12 months, 6 months, 3 months, 1 month and 1 day between the RCS ordinary share and the Cairo Communication ordinary share.

The Independent Expert identified a second time period on the basis of statistical tests carried out on the daily returns on the RCS ordinary shares and the Cairo Communication ordinary shares over the period 1 January 2015 – 17 May 2016, in order to isolate a period of time in which prices that were “not influenced” by anomalous trends between the ordinary returns on the two securities could be determined, estimated on the basis of a market model that uses the index FTMIB 30 Total Return, with the aim of identifying a time period in which the returns on the equity securities of the companies showed “extreme” trends explainable on the basis of “price-sensitive” events.

On the basis of the historical series of the weighted average prices over the period between 29 January 2016 and 30 January 2015 (identifiable as the “Historical series of market prices weighted for non-influenced volumes of securities traded”), calculated using the stock exchange price quotes method, the Independent Expert identified the implicit exchange ratio over the time periods of 12 months, 6 months, 3 months, 1 month and 1 day between the RCS ordinary share and the Cairo Communication ordinary share as control method.

Furthermore, the Independent Expert specified that he selected time intervals of 3 months and 6 months because they were more meaningful for purposes of the comparison. In such regard, he pointed out that they represent a correct synthesis between the timelines, which are closest to those of 1 day and 1 month chosen by Cairo Communication to justify the PEO and the liquidity profiles of the two securities. However, the Independent Expert pointed out that, for both securities, the daily and monthly turnovers are not very significant, which reduces the level of meaningfulness of the exchange ratios obtained over these periods or over shorter time periods.

The Independent Expert subsequently compared his results with a sample of voluntary public tender offers launched between January 2010 and February 2016 on companies with capitalization under Euro 500 million, on the basis of both “pre-announcement” prices and “non-influenced” prices, observing that the PEO is aimed at achieving legal control or, on a subordinated basis, de facto control over RCS. Such comparison has allowed for: (i) the identification of the average and median premiums/discounts offered in such transactions for the same time periods indicated above and (ii) the determination, by inference, of the exchange ratios that would have been obtained if the PEO were to

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reflect the median premiums/discounts detected on the basis of the sample of voluntary public tender offers examined.

In such case as well, the so-called “non-influenced” prices were used for control purposes, on which the same exercise carried out on the basic sample was performed.

Lastly, as an additional method on which to base his fairness opinion, the Independent Expert availed himself of the target prices published by Bloomberg on the basis of indications provided by analysts who cover the securities forming the subject matter of the PEO over the period 8 April 2015 – 7 April 2016 in a “blind” version, determining the implicit exchange ratio as the ratio between the minimum prices and the maximum prices of the two securities.

According to what is stated in its fairness opinion, the Independent Expert did not consider the market multiples method, since they would have had to be applied to inappropriate data (the data set forth in the 2015 financial statement), or unavailable data (prospective data resulting from long-term plans approved by Cairo Communication’s).

Similarly, the Independent Expert did not consider the comparable transactions method, noting that the only similar transaction (i.e. the transaction between the Espresso Publishing Group and ITEDI), which produced a memorandum of agreement signed by the parties which agreed upon non-final economic-capital conditions which were announced to the market, will be concluded after the filing of the fairness opinion of the Independent Expert.

The Independent Expert’s fairness opinion was summarized by him as follows:

● on the basis of the results obtained by calculating the exchange ratio in relation to the time periods of 3 months and 6 months and the weighted average prices deriving from stock exchange price quotes over the period 7 April 2016 – 8 April 2015 –and subtracting the dividend to be paid on 9 May 2016 by the Cairo Communication share, the Independent Expert obtained a range for which the minimum and maximum values converge at the same value of 0.14; such conclusion is confirmed by the use of the historical series of market prices weighted by traded volumes that are not conditioned as control method;

● on the basis of the results obtained by calculating the exchange ratio in relation to the weighted average prices referred to in the preceding point in relation to the time periods of 3 months and 6 months and applying to the weighted average prices calculated as already done in the past the premiums/discounts deriving from a sample of voluntary public tender offers concluded on the Italian market over the period from 2010 until February 2016, the Independent Expert obtained a range with a minimum of 0.19 and a maximum of 0.20;

● on the basis of the results obtained by calculating the exchange ratio in relation to the target prices announced by analysts with reference to a time period from 8 April 2015 until 7 April 2016 and selecting the values related to the 3-month and 6-month periods, the Independent Expert obtained a range with a minimum of 0.15 and a maximum of 0.20.

Following application of the above-mentioned methods, the Independent Expert indicated the arithmetic average of the three determinations reached, produces a range with a minimum of 0.16 and a maximum of 0.18.

On the basis of the results and control verifications illustrated in its fairness opinion, after acknowledging that the exchange ratio of 0.12 Cairo Communication shares for each RCS share proposed in the PEO is lower than the minimum value of the range identified by taking the arithmetic average of the three methods used in its fairness opinion, the Independent Expert concluded that such exchange ratio is to be deemed not fair for all of RCS’ shareholders.

In order to allow for further awareness of the gap existing between the stock exchange price quote method and the fundamental value of the RCS shares, the Independent Expert nonetheless found it advisable to conduct his own assessment of the latter on the basis of the DCF method, using the unlevered version. In particular, on the basis of a WACC equal to 8.89% and a growth factor (g) of 0% and assuming sensitivity of ±0.50% of both factors, the Independent Expert defined a range of values for RCS from a minimum of Euro 0.80 to a maximum of Euro 1.13, with an intermediate value of

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Euro 0.95. As already mentioned, in the absence of a forward-looking plan of Cairo Communication, the Independent Expert was unable to proceed with a similar valuation of the Cairo Communication shares.

For further information, please refer to the fairness opinion of the Independent Expert (annex “B”).

3.2.4 Summary of the methodologies and analyses of the financial advisors appointed by the Board of Directors

A. Introductory considerations

The content of the fairness opinions provided by Citi and UniCredit, which acted as the Issuer’s financial advisors for the Public Exchange Offer, is summarised below.

Before presenting the methodologies and results reached by each of the advisors, please note that both advisors:

• used multiple generally accepted methodologies commonly used for analyses similar to those subject to the mandate granted to them by RCS;

• found that the valuation of the RCS Shares for the Public Exchange Offer is based on the market prices of the shares of Cairo Communication and in this regard, they highlighted the reduced trading volumes of Cairo Communication with respect to RCS.

B. Summary of the Citi fairness opinion

Below is a summary of the fairness opinion released by Citi on 9 June 2016 (attached to the Issuer's Statement as "C", which should be referred to for a full examination).

For the purpose of its assessments regarding RCS, Citi applied the DCF methodology and observed the target prices of research analysts at 7 April 2016 (day prior to the date of the Statement on the Public Exchange Offer), the historical share prices adjusted for premiums recognised in selected public tender offers promoted in Italy and the multiples of M&A transactions carried out in the reference sector.

With reference to Cairo Communication, Citi observed the target prices of research analysts at 7 April 2016 and the historical share prices. Citi noted the absence of a Cairo Communication business plan and the resulting impossibility to reconstruct sufficiently detailed financial projections to allow for the application of the DCF methodology.

Citi also conducted an analysis of the multiples of selected comparable companies, but deemed that this methodology was not relevant to determine the consistency of the Public Exchange Offer Consideration, as RCS and Cairo Communication are both listed and their multiples can be observed directly in the market.

While making reference to the fairness opinion issued by Citi for a detailed description of the methodologies used and the analyses conducted for each of them, below we provide a summary of the results reached by Citi for each of the methodologies used:

• the analysis of target prices of research analysts resulted in a value per RCS Share of between €0.70 and €0.96 and a value per Cairo Communication share of between €4.90 and €5.67; the implicit share exchange ratio is equal to between 0.143x and 0.169x;

• the analysis of the historical performance of the RCS stock adjusted by the premium paid in previous public offers in Italy led to a value for RCS Shares of €0.52, €0.62, €0.73 €0.79 and €1.03 respectively at one day, one month, three months, six months and twelve months prior to the Statement date of the PEO, while the historical performance of Cairo Communication stock (adjusted by the dividend approved on 9 May 2016) was equal to €4.41, €4.34, €3.97, €4.10 and €4.43 in the same reference periods; the implicit exchange ratio is equal to 0.118x,

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0.143x, 0.183x, 0.193x and 0.223x respectively at one day, one month, three months, six months and twelve months before the PEO Statement date;

• the DCF analysis for RCS led to a value per RCS Share of between €0.93 and €1.31; this methodology was compared with the price of Cairo Communication stock on 8 June 2016 and with the minimum and maximum target price of the research analysts on the day prior to the PEO Statement date, equal, respectively to €4.70 and €4.90 / €5.67; the implicit exchange ratio is between (a) 0.197x and 0.279x using the price of Cairo Communication stock on 8 June 2016 and (b) 0.189x and 0.231x, respectively using the minimum value per RSC Share resulting from the DCF analysis and the minimum target price and the maximum value per RCS Share resulting from the DCF analysis and the maximum target price;

• the analysis of the multiples of several selected transactions for RCS resulted in a value per RCS Share of between €0.94 and €1.08; this methodology was compared with the price of Cairo Communication stock on 8 June 2016 and with the minimum and maximum target price of the research analysts on the day prior to the PEO Statement date, equal, respectively to €4.70 and €4.90 / €5.67; the implicit exchange ratio is between (a) 0.200x and 0.229x using the price of Cairo Communication stock on 8 June 2016 and (b) 0.192x and 0.190x, respectively using the minimum value per RSC Share resulting from the application of the method of the transactions selected and the minimum target price and the maximum value per RCS Share resulting from the application of the method for the transactions selected and the maximum target price.

On the basis of the analyses conducted, Citi deemed that the Public Exchange Offer Consideration is not fair, from a financial perspective, for the shareholders of RCS Shares (other than Urbano Cairo, Cairo Communication and the affiliates of Cairo Communication).

For further information, please refer to the fairness opinion prepared by Citi on 9 June 2016 (annex “C”).

C. Summary of the UniCredit fairness opinion

A summary of the fairness opinion issued by UniCredit on 9 June 2016 (provided in annex “D” to the Issuer’s Statement, and which should be referred to for complete details) is provided below.

In preparing its fairness opinion, UniCredit conducted financial analyses and used various valuation methodologies to estimate the implicit intervals of the exchange ratio. For its analysis, UniCredit took into consideration net financial debt, non-controlling interests, severance indemnity, the value of investments in associates and joint ventures and tax assets as recorded in the consolidated financial statements of RCS and Cairo Communication as at 31 December 2015. In addition, for RCS UniCredit took into account the net proceeds from the disposal of the entire equity investment in RCS Libri S.p.A. completed on 14 April 2016 and future outlays for non-recurring expenses, while for Cairo Communication it took into account the amount of dividends paid on 11 May 2016.

To prepare its fairness opinion, UniCredit used the following valuation methodologies deemed relevant as principal methods:

� Time Series of Stock Exchange Prices: it analysed the average official prices weighted by volumes of ordinary shares of Cairo Communication (net of the dividend paid of €0.2 per share) and RCS for selected time intervals of three, six and twelve calendar months immediately preceding the date of 8 April 2016 (excluding short-term references, such as the day and the month prior to the announcement, during which RCS share prices were significantly influenced by the announcement of the distribution of RCS shares held by Fiat Chrysler Automobiles);

� Premiums of Previous Public Tender Offers: to calculate the exchange ratio, the average premiums observed for voluntary public tender offers promoted on the Italian market in the last 10 years

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exceeding €100 million were applied at the weighted average official prices for RCS for the selected time intervals of three, six and twelve calendar months immediately prior to the date of 8 April 2016;

� Target Prices Expressed by Financial Analysts: the minimum and maximum target prices expressed in the research reports of domestic and international financial analysts that regularly cover the Cairo Communication and RCS shares, published in the period prior to the date of the announcement of the Public Exchange Offer and subsequent to the publication of the RCS Business Plan, were taken as a reference.

UniCredit also took into consideration the following valuation references:

� Discounted Operating Cash Flows: this analysis was conducted by adopting the sum-of-the-parts approach and separately valuing the Italian and Spanish assets by discounting the respective cash flows available for the explicit projection period and the terminal value at the weighted average cost of capital (“WACC”) that reflects assumptions in line with market benchmarks in relation to the cost of debt and the equity of RCS. As it was not possible to apply the DCF method for Cairo Communication, the value interval obtained by applying the DCF method for RCS was compared with the minimum and maximum target prices of the Cairo Communication share expressed by analyst research;

� Multiples of Comparable Listed Companies: this methodology was applied on the basis of a sample of listed companies deemed comparable that operate in the media sector, due to their affinity to one or more businesses or certain operating characteristics of RCS and Cairo Communication that were deemed relevant. The sample consists of the following comparable companies: Mondadori (Italy), L’Espresso (Italy), Vocento (Spain), Axel Springer (Germany), Trinity Mirror (UK), Independent (Ireland) and Tamedia (Switzerland). With reference to the comparable companies identified, UniCredit calculated the average EV/EBITDA multiples for 2017E and 2018E and subsequently applied these multiples to the reference figures of Cairo Communication (from the consensus of analyst research) and RCS for the years 2017E and 2018E;

� Multiples of Comparable Transactions: a sample of specially selected transactions completed in the last 5 years in the media sector was identified due to their affinity to one or more businesses or certain operating characteristics of RCS and Cairo Communication that were deemed relevant. UniCredit used the estimates of the EV/EBITDA multiples paid by the buyer in each of these transactions and subsequently applied the average multiple of the sample to the reference figures of Cairo Communication and RCS.

The table below summarises the results of the analyses described above:

Principal Methods Implicit Exchange Ratio

(x)

Time Series of Stock Exchange Prices 0.14 – 0.17

Premiums of Previous Tender Offers 0.18 – 0.22

Target Prices Expressed by Financial Analysts 0.14 – 0.17

The table below summarises several additional valuation references observed:

Valuation References Implicit Exchange Ratio (x)

Discounted Operating Cash Flows 0.18 – 0.22

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Multiples of Comparable Listed Companies 0.20 – 0.25

Multiples of Comparable Transactions 0.23

Applying these methodologies and criteria, UniCredit concluded thusly: “In consideration of the Offer, the Data used in the calculations on which this Financial Fairness Opinion is based and the analyses and calculations carried out, as well as the purposes for which the Engagement was assigned, UniCredit believes that, at the date of this document and subject to what is outlined above, the Consideration equal to 0.12 (zero point twelve) Cairo shares for each RCS ordinary share for which the Offer is accepted, should be deemed not fair from the financial perspective.".

For further information, please refer to the fairness opinion prepared by UniCredit on 9 June 2016 (annex “D”).

3.3. The Financial Condition and its waiver

The Public Exchange Offer is, inter alia, subject to the condition described in Paragraph A.1.1.a., letter (b), Section A, of the Offer Document (the "Financial Condition”).

With reference to the Financial Condition, it is noted that Cairo Communication required RCS’s lending banks pursuant to the Loan Agreement to make a series of significant commitments to it. In this regard, it seems that the Financial Condition postulates the reaching of an agreement between Cairo Communication and the banks in question in relation to the debt of the Issuer. Therefore, potentially the fulfilment of the Financial Condition and therefore the effectiveness of the Public Exchange Offer also depend on Cairo Communication’s expression of its willingness to enter into that agreement with the aforementioned banks, on the basis of its evidently discretionary judgment based on reasoning of cost-effectiveness for Cairo Communication itself.

In this regard, Cairo Communication specified in the Offer Document that “it reserves the right to waive” the Financial Condition if one of the specific circumstances detailed in Paragraph A.1.1.b, Section A of the Offer Document takes place. One of these circumstances is the case in which (aa) RCS’s Lending Banks approve the term sheet to restructure the debt arising from the Loan Agreement under terms and conditions each of which is no worse than the corresponding ones of the RCS Refinancing Terms and Conditions, and (bb) the same banks inform Cairo Communication that they have waived (or confirm to Cairo Communication that they have submitted with a favourable opinion to their decision-making bodies to waive) the right to request early repayment of the debt arising from the Loan Agreement due to the change in control of RCS that may take place following the execution of the Public Exchange Offer.

In this manner, although Cairo Communication has outlined certain scenarios that could abstractly reduce the margins of uncertainty connected with the possibility of fulfilling the Financial Condition, it has not concretely assumed any commitment to waive the Financial Condition when specific events take place, but rather it has indicated that “it reserves the right to waive” the condition on the basis of its own (subsequent) discretionary assessment, it being well within its rights to decide not to waive the condition in question - and therefore not to allow the completion of the Public Exchange Offer - even if the situation described in the paragraph above (or in the other cases specified in Paragraph A.1.1.b, Section A, of the Offer Document) actually takes place. Consequently, there is an element of uncertainty with regard to these situations surrounding whether or not the PEO will be successful.

As concerning the event under (aa) as regarding the RCS sphere, it should be mentioned that, as specified in Paragraph 6.3 below of the Issuer's Statement, the approval of the term sheet to remodulate the Loan Agreementfrom the Founding Banks has already intervened and it should be confirmed that, once the procedures and the resolutions pertaining to the Related Parties Transaction

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Committee and the Board of Directors will be positively carried out, the agreement will be timely executed.

In the light of the above, the Board of Directors invites RCS shareholders to carefully evaluate the probability of the Financial Condition being fulfilled.

3.4. Correction of several inaccuracies contained in the Offer Document

The Board of Directors acknowledges the information concerning RCS contained in the Offer Document and deems that it should reveal to the RCS shareholders the following main inaccuracies and/or omissions, also quantitative in nature, observed in the Offer Document, which with various degrees of significance result in an incorrect disclosure.

3.4.1. “Non-recurring expenses” of RCS

In relation to the affirmation contained in Paragraphs A.1.6, Section A and E.1, Section E of the Offer Document, stating that the RCS Business Plan estimates additional non-recurring expenses with respect to the provisions in the financial statements for the years 2012-2015 of between €70 and €80 million, the Board of Directors makes reference to the Presentation of the RCS Business Plan (slide 58) available on the RCS website, while noting that the amount of €70-80 million for the 2016-2018 period represent and it is not referred to additional non-recurring expenses attributable to the years of that plan, but rather the cash outflows associated with non-recurring expenses already recognised until 2015.

Given that - by their very nature - non-recurring expenses are not predictable over the long term, the Board of Directors believes that any non-recurring expenses additional to those already recognised in previous years will not have significant impacts. Anyway, on a prudential basis, in terms of the net profit objectives of the RCS Business Plan outlined above (please see Paragraph 3.1, Introduction of the Issuer's Statement) a possible impact on non-recurring expenses has been therefore considered, for the three years period of the RCS Business Plan, in the RCS Business Plan for an amount lower than1% of the revenues.

3.4.2. Comparability of the scope due to the deconsolidation of RCS Libri

The Board of Directors notes that the financial and economic data used by Cairo Communication in the Offer Document for the years 2012-2015 are not uniform with respect to the current scope of the Issuer as they include - for example - the data relating to the RCS Libri business unit for years prior to 2015. For the proper like-for-like comparison of the last two years, the Board of Directors makes reference to the consolidated financial statements of the RCS Group for the year 2015, available on the RCS website.

3.4.3. Cash flows from the disposal of equity investments, the sale of non-current assets and shareholders’ equity transactions

The Board of Directors notes that according to the numbers available to RCS, total cash flows collected in 2013-2015 from disposals of equity investments, the sale of non-current assets and shareholders’ equity transactions are roughly €6 million lower than the figure specified by Cairo Communication in the Offer Document (€647.2 million compared to €653.1 million specified in Paragraph B.2.6.d, Section B, of the Offer Document).

3.4.4. Listing of RCS

RCS was listed with Borsa Italiana S.p.A. on 7 March 1996 under the name HdP, and was then renamed on 1 May 2003 “Rizzoli Corriere della Sera MediaGroup S.p.A.” or, in its abbreviated form “RCS MediaGroup S.p.A.” or “RCS S.p.A.”. Therefore, the statement in Paragraph B.2.1, Section B, of the Offer Document that the RCS Shares have been listed on the Electronic Stock Market (MTA) since 2014 is inaccurate.

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4. Independent Directors’ Opinion

Taking into account that (i) as illustrated in Paragraph 1.2 above, the Chairman of the Board of Directors Maurizio Costa is also a member of the board of directors of one of the Public Tender Offer Co-Offerors (i.e., Mediobanca - Banca di Credito Finanziario S.p.A.) and (ii ) pursuant to Article 101-bis, paragraph 4-bis, letter d) of the Consolidated Finance Act, a company and its directors are in any event people acting in concert, the Public Tender Offer is classified in the case pursuant to Article 39-bis, paragraph 1, letter a), point 4) of the Issuer’s Regulation and, therefore, it is subject to the provisions established by that regulation. Considering that Article 39-bis, paragraph 1, letter c) of the Issuer’s Regulation extends the application of the rules established for offers pursuant to letters a) and b) of the same article to so-called “concurrent” offers, on 20 May 2016, the RCS Board of Directors decided to subject the Public Exchange Offer to the rules of the above-mentioned Article 39-bis as well. Therefore, before the approval of the Issuer’s Statement, the Independent Directors, meeting on 9 June 2016, provided a reasoned opinion containing the evaluations of the Public Exchange Offer and the consistency of the Consideration of the Public Exchange Offer.

Pursuant to the above-mentioned Article 39-bis of the Issuer’s Regulation, the Independent Directors relied on the support of the Independent Expert, who issued his fairness opinion on 9 June 2016, the content of which is described in Paragraph 3.2.3 above.

In particular, the Independent Directors, unanimously,

● after examining (i) the contents of the Offer Document and the additional documentation related to the PEO, and (ii ) the fairness opinion of the Independent Expert,

● considering that the valuation of the RCS group should be primarily based upon the results of the DCF method which, according to the Independent Expert’s analysis, express a fundamental value of RCS ranging from a minimum of Euro 0.80 to a maximum of Euro 1.13, with an intermediate value of Euro 0.95;

● pointed out that Cairo Communication has not recognize any control premium in the evaluation RCS Shares, even though the PEO must be deemed to be aimed at the acquisition of control, or at least de facto control, over RCS;

● taking into account the conclusions of the fairness opinion of the Independent Expert according to which the exchange ratio of 0.12 Cairo Communication shares per RCS Share proposed in the PEO is lower than the minimum value of the range identified by taking the arithmetic average of the three methods used in such fairness opinion,

● considering that the opinion is rendered pursuant to and for purposes of art. 39-bis of the Issuers Regulation and, therefore, for purposes of the issuance by Board of Directors of the subsequent Issuer’s Press Release pursuant to art. 103, paragraphs 3 and 3-bis, of the TUF and art. 39 of the Issuers Regulation,

were of the view that the PEO Consideration is not fair for the holders of the RCS Shares forming the subject matter of the PEOFor further information, please refer to the Independent Directors’ Opinion (annex “E”).

5. Indication regarding the participation of members of the Board of Directors in negotiations for the definition of the transaction

No member of the Board of Directors participated on any basis whatsoever in negotiations for the definition of the transaction in the context of which the Public Exchange Offer was promoted.

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6. Update of information available to the public and disclosure of significant events pursuant to Article 39 of the Issuer’s Regulation

6.1. Information on significant events subsequent to the approval of the last financial statements or the last periodic interim accounting statement published

On 11 May 2016, the Board of Directors approved the Interim Management Statement at 31 March 2016. The Interim Management Statement at 31 March 2016 is available to the public at the registered office and on the website of RCS.

There were no significant events subsequent to the approval of that Interim Management Statement at 31 March 2016, without prejudice to what was disclosed to the market on 18 May and 1 June 2016 with reference to the RCS Refinancing Terms and Conditions.

6.2. Information on recent performance and outlooks of the Issuer, when not reported in the Offer Document

There is no information on the recent performance and outlooks of the Issuer additional to what is reported in the Interim Management Statement at 31 March 2016 approved by the Board of Directors on 11 May 2016, which is referenced in its entirety, without prejudice to what was disclosed to the market on 18 May and 1 June 2016 with reference to the RCS Refinancing Terms and Conditions.

6.3. Rescheduling of the RCS Group debt arising from the Loan Agreement

As disclosed to the market on 1 June 2016, on the Issuer’s Statement Date, all Lending Banks approved the rescheduling of the RCS Group’s debt arising from the Loan Agreement on the basis of the term sheet containing the RCS Refinancing Terms and Conditions. In such respect it should be confirmed that, once the procedures and the resolutions pertaining to the Related Parties Transaction Committee and the Board of Directors will be positively carried out, the agreement will be timely executed.

It should be noted that within the context of the rescheduling of the Loan Agreement, there is expected to update the content of the “Change of Control” clause, so that it will be based on the surpassing by any party, individually or jointly with others, of a percentage threshold corresponding to the threshold that triggers the obligation to promote a public tender offer.

7. Effects of any success of the Public Exchange Offer on the employment levels of RCS and on the location of production sites

In accordance with what is specified in the Offer Document (cf. Paragraph G.2.2.c, Section G), at the Offer Document Date, Cairo Communication has no plans to proceed with restructurings or reorganisations that could impact employment levels. The Issuer is not able to make assessments in this regard. In addition, on the basis of the information available in the Offer Document, the Issuer is unable to express an opinion on the effects that any success of the Public Exchange Offer could have on the location of production sites.

The opinion of the Issuer's workers' representatives has not been received. If issued, it will be made available to the public in compliance with applicable legislative and regulatory provisions.

The Issuer’s Statement is transmitted to the workers’ representatives pursuant to Article 103, paragraph 3-bis of the Consolidated Finance Act.

8. Conclusions of the Board of Directors

The Board of Directors unanimously

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- Having examined: (i) the content of the Offer Document and the further documentation related to the PEO; (ii ) the fairness opinion of the Independent Expert; (iii ) the fairness opinion of Citi; (iv) the fairness opinion of UniCredit; and (v) the Independent Directors’ Opinion;

- Having considered that the evaluation of the RCS Group should be grounded to the results of the DCF method that (i) in the opinion of the Independent Expert express a range of values of RCS between 0.80 and 1.13, with an intermediate value of EUR 0.95, (ii ) in the opinion of Citi express a range of values of RCS between 0.93 and 1.31, and (iii ) in the opinion of UniCredit express a range of values of RCS between 0.86 and 1.26;

- Taking into consideration that (i) from the conclusions of the fairness opinion of the Independent Expert, according to which the exchange ratio of EUR 0.12 Cairo Communication shares for every RCS shares in the PEO is lower to the minimum value of the range identified by the arithmetic average of the three methods used in the aforementioned fairness opinion, (ii ) from the conclusions of the fairness opinion of Citi, according to which the PEO Consideration is not fair from a financial point of view for the RCS shareholders, and (iii ) from the conclusions of the fairness opinion of UniCredit according to which the PEO Consideration is not fair from a financial point of view;

- Having noticed that, on the basis of the industrial and business evaluation indicated in the preceding Paragraph 3.1, the underlying future programs of the PEO, as represented in the Offer Document, do not constitute an increasing opportunity from the RCS Business Plan,

does not positively evaluate the PEO and considers the PEO Consideration not fair for the RCS shareholders.

The Board of Directors noted that the cost-effectiveness of participation in the Public Exchange Offer must be evaluated by the individual shareholder at the time of acceptance, taking into account the entirety of what is outlined above, the performance of the RCS and Cairo Communication shares, the statements of Cairo Communication and the information contained in the Offer Document.

***

This Issuer’s Statement, along with its annexes, is published on the Issuer’s website at www.rcsmediagroup.it.

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Annexes

A. Press release of RCS of 18 May 2016;

B. Fairness opinion of the Independent Expert released on 9 June 2016;

C. Fairness opinion of Citi released on 9 June 2016;

D. Fairness opinion of UniCredit released on 9 June 2016;

E. Opinion of the Independent Directors of 9 June 2016.