Registered office - Via San Marco, 21, Milan Fully paid-up share capital: 762,019,050 Milan Companies Register no. and Tax Code:

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1 Registered office - Via San Marco, 21, Milan Fully paid-up share capital: 762,019,050 Milan Companies Register no. and Tax Code: NOTICE TO SHAREHOLDERS (published in accordance with article 84 of the Regulation approved by Consob Resolution 11971/1999 and relative to the filing at the Milan Companies Register, pursuant to article 2437-quater, paragraph 2, of the Italian Civil Code, of the pre-emption offer of 9,609,765 ordinary shares and 3,398,741 savings shares for which the right to withdraw has been exercised) RCS MediaGroup S.p.A. hereby advises that on 5 August 2011 it filed at the Milan Companies Register, pursuant to article 2437-quater, paragraph 2, of the Italian Civil Code, the following Whereas: PRE-EMPTION OFFER of 9,609,765 ORDINARY SHARES and 3,398,741 SAVINGS SHARES in RCS MediaGroup S.p.A. pursuant to article 2437-quater, paragraphs 1 and 2, of the Italian Civil Code - on 20 June 2011, the extraordinary shareholders Meeting of RCS MediaGroup S.p.A. ( RCS or the Company ), approved, inter alia, a change to the company object through the rewording of Article 2 (Object) of the Articles of Association, so as to include not only its existing activities as a pure holding company and typically associated activities, but also activities related to publishing, information, advertising, entertainment and any other activities associated or connected therewith; - on 7 July 2011 (the Filing Date ), the above-mentioned resolution was registered with the Milan Companies Register; - holders of ordinary and savings shares in the Company who did not vote for the adoption of the resolution of the extraordinary shareholders' meeting had the right to withdraw from the Company, pursuant to article 2437, paragraph 1, letter a) of the Italian Civil Code (the Right to Withdraw ), in accordance with the deadlines already set out by the Company under the law. Specifically, the Right to Withdraw could be exercised within fifteen calendar days from the Filing Date, and therefore, until 22 July 2011 (the Exercise Deadline ), as indicated in the notice published by RCS on 8 July 2011 in daily newspaper Corriere della Sera, as well as on the Company website - the liquidation value of the ordinary and savings shares in RCS subject to withdrawal determined in accordance with article 2437-ter, paragraph 3, of the Italian Civil Code is (a) EUR for ordinary shares and (b) EUR for savings shares ( Liquidation Value ); 1

2 - the Right to Withdraw has been legitimately exercised for a total of 9,609,765 ordinary shares (the Ordinary Shares ), equivalent to % of the RCS share capital represented by ordinary shares (and % of RCS' total share capital), for a total liquidation value of EUR 11,176,156.70, and for a total of 3,398,741 savings shares (the Savings Shares and, together with the Ordinary Shares, the Shares ), equivalent to % of the capital represented by RCS savings shares (and % of RCS total share capital), for a total liquidation value of EUR 2,705,397.84; now therefore, RCS MediaGroup S.p.A. OFFERS AS OPTIONS pursuant to article 2437-quater, paragraph 1 of the Italian Civil Code, the Ordinary Shares and Savings Shares to holders of RCS ordinary shares and holders of RCS savings shares, respectively, who did not exercise the Right to Withdraw (the Pre-emption Offer ), in proportion to the number of shares held by the same, at an offer price (as specified below) corresponding to the liquidation value of the Shares determined pursuant to article 2437-ter, paragraph 3, of the Italian Civil Code, according to the following ratios: - 9,609,765 Ordinary Shares are offered to holders of RCS ordinary shares in the ratio of 1 Ordinary Share for every RCS ordinary shares held; and - 3,398,741 Savings Shares are offered to holders of RCS savings shares in the ratio of 1 Savings Share for every RCS savings shares held. The option rights (the Option Rights or the Options ) on the Shares cannot be traded on the Italian stock exchange organised and managed by Borsa Italiana S.p.A., and therefore the Option Rights will only be assigned in whole numbers, with the assignable Shares rounded down. The Company will not exercise the Option Rights relating to the 4,578,448 RCS ordinary shares that it holds, which, therefore, are to be attributed proportionally to other RCS shares. The Shares subject to the Pre-emption Offer and the Options have not been and will not be registered in the United States of America pursuant to the United States Securities Act of 1933, and may therefore not be offered or sold in the United States of America without an exemption. The Shares subject to the Pre-emption Offer and the Options also have not been and cannot be offered or sold in other countries in which the Pre-emption Offer is not permitted without specific authorisation, in accordance with the applicable laws, or in derogation thereof. Offer Price The Shares are offered as options at a price of (a) EUR per Ordinary Share and (b) EUR per Savings Share (the Offer Price ), corresponding to the related Liquidation Value. Subscription period The period for subscribing to the Pre-emption Offer (the Subscription Period ), during which shareholders entitled to do so may exercise their right to acquire the Shares, runs from 8 2

3 August 2011 until 16 September 2011 inclusive. Failure to exercise this right will result in its forfeiture. Modalities of subscription Subscription to the Pre-emption Offer must be carried out through the authorised intermediaries participating in the Monte Titoli S.p.A. central depository system by signing the appropriate form provided in accordance with the facsimile available from the RCS registered office in Via San Marco 21, 20121, Milan, as well as from Spafid S.p.A., Foro Buonaparte 10, 20121, Milan and on the Company website (the Acceptance Form ). It must also be previously verified by said intermediaries that the undersigned is entitled to acquire the Shares. Right of first refusal Shareholders entitled to exercise option rights on the Shares, be these Ordinary Shares and/or Savings Shares, will also have right of first refusal for the acquisition of both Ordinary Shares and Savings Shares not taken up under the Pre-emption Offer at the specified Offer Price (the Right of First Refusal ), provided that they request this at the same time in the Acceptance Form. To do so, shareholders must indicate in the appropriate section of the Acceptance Form the maximum amount of Ordinary Shares and/or Savings Shares for which they wish to exercise the Right of First Refusal. When allocating the Shares in each category, priority will be given, where necessary, to shareholders who hold Options on RCS shares of the same category, ahead of shareholders who hold Options on RCS shares of the other category. Therefore, if the number of Shares in a category requested during the first refusal phase is higher than the number of Shares of the same category not taken up under the Pre-emption Offer, these Shares will be allocated as follows: (i) firstly, to shareholders who hold Options on RCS shares of the same category as the Shares to be distributed, divided among them if the number of Shares requested by these shareholders during the first refusal phase is higher than the number of Shares not taken up under the Pre-emption Offer in proportion to the number of Options on RCS shares of the same category that they hold; (ii) finally, to shareholders who hold Options on RCS shares of a different category to the Shares to be distributed, divided among them if the number of Shares requested by these shareholders during the first refusal phase is higher than the number of Shares not taken up under the Pre-emption Offer less the number of Shares allocated under point (i) above in proportion to the number of Options on RCS shares that they hold. If, during the proportional allocation phase of each of the above allocation stages, there are still Shares remaining after allocation on the basis of the full quota, these remaining Shares will be allocated to the relevant applicants using the largest-remainder method before proceeding to any subsequent allocation phase. If, on completion of the above procedure, including the Pre-emption Offer and any exercising of the Right of First Refusal, there are any Shares remaining, these will be sold in accordance with the procedure set out in article 2437-quater, paragraph 4 and 5 of the Italian Civil Code. Specifically, pursuant to the provisions of this article, the Directors can effect the placement of these Shares by offering them on the stock market and, in the event of non-placement, the remaining Shares will be purchased by the Company within 180 days of the withdrawal being announced, by using available reserves to purchase them, even in derogation of paragraph 3 of article 2357 of the Italian Civil Code. 3

4 Results of the Pre-emption Offer RCS will announce the results of the Pre-emption Offer, including any exercising of the Right of First Refusal, by publishing a notice in the daily newspaper Corriere della Sera and on the Company website Terms and conditions for payment and transfer of Shares The terms and conditions for payment and transfer of the Shares will be announced by the Company in a specific notice published in the daily newspaper Corriere della Sera and on the Company website Subscribers to the Pre-emption Offer will be notified of the allocation of any shares by the above-mentioned intermediaries in accordance with the deadlines and procedures that they apply. Milan, 6 August

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