Press release: waiver of the Mac condition

Price sensitive

Milan, 7 July 2016 – With reference to the voluntary tender offer on maximum 403,937,789

ordinary shares of RCS MediaGroup S.p.A. ("RCS") launched by International Media

Holding S.p.A. (respectively, the "Offer" and the '"Offeror") on the date hereof, the

Offeror’s Board of Directors has resolved unanimously, also pursuant to Section A.,

Paragraph A.2, and Section F, Paragraph F.1.2, of the Offer Document, to waive the MAC

Condition mentioned in point iv. of the above mentioned Sections of the Offer Document

relating to the "non-occurrence, within the second Stock Market Trading Day prior to the

Payment Date: (i) at a national and/or international level, of any extraordinary events or

circumstances resulting in material changes in the political, financial, economic, currency or

market conditions, which may adversely affect the Offer and/or the assets, the financial

position of RCS and/or its subsidiaries; or (ii) of events or circumstances related to RCS

and/or its subsidiaries, unknown to the market as at the date of the Offeror’s Notice, resulting

in material changes which adversely affect the assets, the financial position of RCS and/or its

subsidiaries".

Save for the herein waiver to the MAC Condition, as well as the provisions of the press

release published by the Offeror on 24 June 2016, thus including the waiver to the

Repayment of the Loans Condition, all of the other terms and conditions of the Offer set forth

in the Offer Document shall remain, in any case, unchanged, including the Conditions of

Effectiveness of the Offer set forth under Section A, Paragraph A.2, as well as under Section

F, Paragraph F.1.2 of the Offer Document, including the condition related to the Change of

Control (i.e. "the undertaking, within the second Stock Market Trading Day prior to the

Payment Date, by the lending banks of RCS under the loan agreement executed in June 2013

that have granted RCS lines of credit as at the Payment Date, of the commitment to the

Offeror to unconditionally waive any power to ask for early repayment of the debt by reason

of a change of control of RCS following the completion of the Offer").

It should be noted that, without prejudice to the waiver to the MAC Condition and the waiver

to the Repayment of the Loans Condition, should one or more of the Conditions of

Effectiveness fail to occur, without such Condition(s) of Effectiveness being waived by the

Offeror and, therefore, should the Offer not be completed, the Shares will be released within

the first Trading Day following the first announcement of the failure of the Offer, and will be

returned to the shareholders who had tendered their Shares, without any costs or expenses on

their part.

Furthermore, under art. 44, paragraph 7, of the Issuers Regulation, should the Offer prevail,

the RCS shareholders who have tendered their shares to the Cairo Communication Offer may

revoke their acceptances and tender their shares to the Offer within five Stock Market

Trading Days from the date of publication of the results of the Offer.

This press release is also available on Mediobanca’s website at the address

www.mediobanca.com.

Last update: 15/07/2016 - 11:33