RCS MEDIAGROUP S.P.A. 
By Milan, 6 June 2014 - The period for the optional conversion of Category A Saving Shares and Category B Saving Shares into RCS common shares pursuant to the resolution of the Extraordinary Meeting on 8 May 2014 has ended.
During the period for the exercise of the optional conversion starting on 19 May 2014 and ending today:
- 17.254.581 Category A Saving Shares, equivalent to 58.79% of the total shares of that category, were converted as part of the transaction at a conversion ratio of 1 common share for each Category A Saving Share, with a cash payment equal to Euro 0.26;
- 62.582.919 Category B Saving Shares, equivalent to 80.36% of the total shares of that category, were converted as part of the transaction at a conversion ratio of 1 common share for each Category B Saving Share, with a cash payment equal to Euro 0.68.
The 79.837.500 common shares resulting from the exercise of the optional conversion were deposited on the accounts of the authorised brokers at the close of the trading day on 6 June 2014 and will be available for liquidation starting from 9 June 2014.
At the end of the period for the exercise of optional conversion, the remaining shares amount to:
- 12.095.012 Category A Saving Shares, equivalent to 41.21% of the total shares of that category (including 3.390.119 Category A Saving Shares held by the Company for which optional conversion was not exercised, equivalent to 11.55% of the total shares of that category), which will be subject to mandatory conversion at a conversion ratio of 0.77 common shares for each Category A Saving Share, without payment of any balance;
- 15.295.503 Category B Saving Shares, equivalent to 19.64% of the total shares of that category, which will be subject to mandatory conversion at a conversion ratio of 0.51 common shares for each Category B Saving Share, without payment of any balance.
As already announced to the market on 3 June 2014, the Company will proceed with mandatory conversion on 9 June 2014.
The last day of trading on the stock exchange for the Category A Saving Shares and Category B Saving Shares is 6 June 2014. As from 9 June 2014 only RCS common shares will be traded on the Mercato Telematico Azionario (electronic stock exchange) of Borsa Italiana.
Mandatory conversion will concern Category A Saving Shares and Category B Saving Shares registered in the accounts of their respective holders at the close of the trading day on 11 June 2014 (record date) and will take place on the initiative of the respective consignee brokers on the basis of the conversion ratios specified above.
The common shares resulting from mandatory conversion will be deposited on the accounts of the holders of the saving shares subject to mandatory conversion on 12 June 2014 and, on that same date, will be available for liquidation.
The brokers with whom the holders of the saving shares have their accounts will assign them the number of common shares resulting from the application of the conversion ratio provided for mandatory conversion rounded down, where necessary, to the nearest whole unit of common shares. Fractional common shares that have not been assigned following the rounding down will be monetized on behalf of the Company on the basis of the average trading prices of the common shares recorded on the market in the three days following the effectiveness of the mandatory conversion.
The Company, including through the use of treasury shares, shall endeavour to ensure that holders of a single Category A Saving Share and/or Category B Saving Share can obtain the fraction necessary for rounding up to the nearest whole share in order to continue to be shareholders if they make explicit request to their broker. All other shareholders may request rounding-up within the limit of the available fractions, subject to the payment of the countervalue.
As a result of the transaction, based on the data available as of today, the share capital, amounting to EUR 475,134,602.10, will be divided into 521.864.957 common shares without indication of nominal value.
The results of the optional conversion, as well as the final data concerning the exercise of the right of withdrawal by the holders of saving shares (already communicated on 3 June 2014), and information on the execution of the mandatory conversion will also be disclosed with a notice to be published on the Company's website (http://www.rcsmediagroup.it/) on 6 June 2014 and in the newspaper Corriere della Sera on 7 June 2014.
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NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN
This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or in Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful. The securities mentioned herein may not be offered or sold in the United States or to U.S. nationals unless they are registered under the Securities Act or under an applicable exemption from registration under the Securities Act. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.
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