Rcs MediaGroup Press Release: Shareholder’s Meeting – Board of Directors’ Appointment

Milan, 26 September 2016 - The Shareholders' Meeting of RCS MediaGroup S.p.A. (the Company), chaired by Urbano Cairo, was held today in ordinary session, adopting the following resolutions:

- appointment for the years 2016-2018 of the Board of Directors, consisting of 11 members:

• Urbano Cairo, Gaetano Miccichè, Marco Pompignoli, Stefano Simontacchi, Stefania Petruccioli, Maria Capparelli and Alessandra Dalmonte, elected from the majority slate submitted by Cairo Communication S.p.A., holder of 59.69% of the ordinary share capital;
• Diego Della Valle, Marco Tronchetti Provera, Carlo Cimbri and Veronica Gava elected from the minority slate submitted by Diego Della Valle & C. S.r.l., on its own behalf and on that of shareholders DI.VI. Finanziaria di Diego Della Valle & C. S.r.l., Mediobanca Banca di Credito Finanziario S.p.A., UnipolSai Assicurazioni S.p.A., UnipolSai Finance S,p.A., Pirelli & C. S.p.A. and International Media Holding S.p.A., holders of a total of 24.77% of the ordinary share capital.

- appointment of Urbano Cairo as Chairman of the Board of Directors;

- determination, in accordance with Art. 2389, first paragraph, of the Italian Civil Code, of the total annual remuneration of the Board of Directors in the amount of 350,000 euros, to be distributed among its members in accordance with the resolutions to be adopted by the Board itself, without prejudice to any additional remuneration due to directors with specific duties which might be established by the Board of Directors pursuant to Art. 2389, third paragraph, of the Italian Civil Code;

- authorisation for members of the Company's Board of Directors, pursuant to Art. 2390 of the Italian Civil Code, to pursue the competing activities specified in their respective curricula vitae, as submitted to the Company at the time of submission of the slates.

All candidates, except for Urbano Cairo, Gaetano Micciche, Marco Pompignoli and Stefano Simontacchi, have declared that they satisfy the independence requirements provided for by Art. 148, paragraph 3, of Italian Legislative Decree 58/1998 and by the Corporate Code of Conduct for Listed Companies adopted by Borsa Italiana S.p.A., to which the Company adheres.

The Board of Directors, during its first meeting, will verify that its members satisfy the independence requirements based on the information provided by the persons concerned and will inform the public of the results of such verification.

***

Please note that the above mentioned candidate slates, with the related CVs, can be found on the Company's websitewww.rcsmediagroup.it (Governance/Shareholders' Meeting section).

***

The minutes of the Shareholders' Meeting will be made available to the public, within thirty days from today's date, at the registered office, at Borsa Italiana S.p.A. as well as on the Company's websitewww.rcsmediagroup.it (Governance/Shareholders' Meeting section). Within five days from today's date, the summary minutes of the shareholders' meeting voting results, pursuant to current legislation, will be made available on the same website, in the aforementioned section.

***

For further information:
RCS MediaGroup - Media Relations
Maria Verdiana Tardi - +39 02 2584 5412 - +39 347 7017627 - verdiana.tardi@rcs.it
RCS MediaGroup - Investor Relations
Federica De Medici - +39 02 2584 5508 - +39 335 230278 - federica.demedici@rcs.it
www.rcsmediagroup.it