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Report of the Board of Statutory Auditors

To the Shareholders,

first of all, we would like to remind you that the Board of Statutory Auditors currently in office was appointed by the Shareholders' Meeting on 3 August 2010.

During the year which ended 31 December 2010, as regards the activity of the Board of Statutory Auditors, we performed the supervision activity envisaged by the Law, observing the principles of conduct recommended by the Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili).

The auditing activities were assigned to the Independent Auditors, PricewaterhouseCoopers SpA (hereinafter "PWC"), whose three-year mandate which expired on the date of the shareholders' meeting to approve the financial statements for 2009, was subsequently extended until the approval of the financial statements for 2010.

Our activities consisted of the following.

We carried out the monitoring activities and the principles of correct administration envisaged by the Law and the Company Bylaws. In accordance with the legislation of Corporate Law, the Board met with the company executives in charge of certain Corporate Divisions to obtain the information required to assess the adequacy of the organisational structure, the internal auditing systems and the administrative-accounting system.

62 audit visits were carried out during the year (18 of which by the current Board); the results of these visits, when it was deemed necessary to do so, were reported to the Chief Executive Officer and General Manager.

Specific meetings were also held with PwC, during which, besides the fact that no "censurable actions" were reported to us, information was requested also on the audit of the accounts. With the Internal Auditing Management - also on the basis of information received from PwC - the status of the procedures and internal audits was analysed, with reference to Rai SpA and to the Group. The updating of the whole set of procedures still requires constant commitment for its completion.

The Board was informed, through quarterly reports by the Supervisory Board and during a meeting with the members of said Board, of the status of the completion and update of the Parent Company's Organisation, Management and Control Model.

It acknowledged that the Special Section concerning the provisions of article 25 octies of Legislative Decree 231/2001 on Copyright is being drawn up, along with several updates to the existing document, particularly in consideration of the organisation changes that have taken place.

No "censurable actions" were reported to us pursuant to article 2408 of the Civil Code. We have no knowledge of other facts or aspects of such nature as to require mention to the Shareholders' Meeting. The Ethical Committee had nothing of note to report.

In 2010, the Statutory Auditors attended all the meetings of the Board of Directors (45 over 49 days) during which they obtained information from the Directors on the general performance of the business and its outlook, as well as on Company operations of greater economic, financial and capital significance.

In 2010, Rai went ahead with the merger of the subsidiary RaiSat, starting on 1 January 2010 (merger surplus of 6.2 million euros). We also report that, in 2010, 9 Shareholders' Meetings were held, all of which were attended by the Board of Statutory Auditors.

We report, in addition, that the Board of Directors, following the issue of Law 244/07 and subsequent amendments which also changed the Company Bylaws, suspended the granting of "special assignments" to its members within the context of the two Committees previously set up, as of July 2010. Then, in accordance with the aforementioned Law, art. 13, paragraph 12 bis, in the meeting held on 3 March 2011 the Board resolved the formation of two advisory committees, one for Administration and the other for Organisation, having already approved their formation previously.

Moving on to the Rai Financial Statements as at 31 December 2010 - delivered to us by the Board on 18 May 2010 and now submitted for your approval - we wish to inform you that they have been drawn up using the accounting principles and main valuation criteria with a view to considering the Company as a going concern. These financial statements consist of the Balance Sheet, Income Statement and Notes to the Financial Statements and are accompanied by the Directors' Report on the operations. We hereby certify, also on the basis of meetings held with the Independent Auditors, PWC, that the Parent Company financial statements have been drawn up, in all three components (Balance Sheet, Income Statement and Notes to the Financial Statements), in accordance with the provisions of law.

In the Report on Operations, which should be referred to for further details, the Directors describe, first and foremost, that the Parent Company financial statements as at 31 December 2010 present a loss of 128.5 million euros, while the Group consolidated financial statements present a loss of 98.2 million euros.

As regards the performance of revenues, the Directors wish to particularly highlight certain aspects concerning the licence fee and advertising, formulating specific considerations. The Board of Statutory Auditors has also devoted its attention to the structural weakness of Rai's primary income on several occasions.

The Directors would like to point out that the per-unit licence fee for 2010 - which rose by 1.5 euros to 109.0 euros - continues to be one of the lowest in Europe. As mentioned in the past however, it is also subject to the highest rate of tax evasion, estimated at almost 30%, with losses in revenue estimated at around 500 million euros/year, and there is also a very high rate of tax evasion of the special fee. The Board has drawn management's attention to this on several occasions, emphasising the need to take appropriate measures to reduce the negative phenomenon, such as associations and agreements with the tax authorities, etc.

Advertising revenues rose by about 3% following heavy losses in 2008-2009 as a result of the serious market crisis.

In the Board's opinion, only via effective legislative provisions and new payment collection instruments to contrast evasion of payment of the licence fee could Rai have a chance to stabilise its accounts. The effects of such measures could be so beneficial as to make the annual adaptation of the per-unit licence fee unnecessary in the near future.

In terms of costs, the Directors, after pointing that - as in every even year - the Income Statement for 2010 includes significant expenses for big sporting events (108 million for the World Cup and Winter Olympics), also report that, in short - within the scope of initiatives envisaged in the 2010-2012 Industrial Plan - work has continued to increase efficiency and review spending procedures, also intervening on products. The positive effects of these actions have made it possible to absorb a large part of the above-mentioned costs for big events and therefore contain the drop in income margins.

The Directors also wish to draw attention - pursuant to art. 2428 of the Civil Code - to the Company's situation and its operating performance in general as well as in the individual sectors in which it operates through its own structures and subsidiaries. News is provided on research and development activities, on relations with the subsidiaries and associated companies, with regard to the outlook, on important events which occurred after the end of the financial year and also on the aims and policies concerning financial risk management and exposure to the interest rate, credit and liquidity risks, thus fulfilling the reporting obligations relating to the main risks for the Company and the Group.

Separate Accounting was applied - in compliance with the legislation in force - to the financial statements for the year ended 31 December 2009 (the latest approved), which were audited by PKF Italia SpA. The results highlighted that public funds (licence fees) do not entirely cover the costs of the Public Service for the activities assigned by the Law and by the Service Agreement. The deficit for 2009 was 337 million euros, which, when added to the deficits accumulated since the first application of this system, in 2005, bring the overall value of losses to 1.3 billion, payable by the Company - contrary to that established by article 47 of the Consolidated Radio and Television Law (TUSMAR), which envisages the balance of the Public Service.

With the new Service Agreement for 2010-2012 - signed by the parties on 6 April 2011 and approved by the Ministry of Economic Development with Decree of 27 April 2011 and, having been checked by the Court of Auditors, currently awaiting publication in the Official Gazette - further commitments are envisaged by the Concession Holder. It should however be pointed out that, for the first time, certain defensive regulations have been introduced for application in the case of significant alterations in the cost-revenue ratio of the Public Service to be assessed by a special commission formed between the Ministry and the Concession Holder.

In the situation outlined above, it is of vital importance to check the effective efficiency of the mechanism chosen to restore the synallagmatic balance between Public Service costs and the relative funding.

2010 was characterised by a significant commitment to the extension of the Digital Terrestrial platform (DDT) to the technical areas envisaged in the ministerial calendar. The overall Group investment for the extension of the programme to the whole of Italy will amount to about 400 million euros, 77 of which sustained up to 31 December 2010, with an increase on the initial estimates due to the different technical configuration of the digital platform.

In an increasingly complex and competitive market, 14 free digital channels are now offered by Rai in the areas covered by this new technology. This implicates, and will implicate in the future, economic commitments in terms of offering to maintain a central position on the television market, among general-interest and theme-specific channels.

To cope with this considerable development programme, it is therefore fundamental, as sustained by the Report, that Rai be guaranteed the public resources - which are structurally lacking - needed to cover the requirements and costs of the generalist-interest television service.

The Court of Auditors paid close attention to licence-fee evasion in the Report to Parliament for 2008-2009 (deposited on 28 April 2010), highlighting the need to identify effective legislative measures to fight it.

The Board emphasises - as observed in the report to the financial statements at 31 December 2009, that the considerable resources unlawfully subtracted from the Rai financial statements - which it has not even been possible to compensate for with advertising revenues in recent years, as these too have suffered a sharp decline (-228 million euros in 2008-2009) - have determined significant losses in the last few years. In the four-year period from 2007 to 2010, overall losses amounted to 250 million euros, covered with a corresponding amount of Shareholders' Equity reserves. Consequently these reserves have fallen from 376 to 132 million euros (net of amounts deriving from the Rai Click and RaiSat mergers).

This has had a direct influence on the net financial position which, at Group level, has gone from having a positive balance of 110 million euros at 31 December 2007 to a negative balance of 150 million euros at 31 December 2010 (-250 million).

The Notes to the Parent Company Financial Statements contain a description of the accounting policies adopted and provide, with the supplementary schedules presented, the other disclosures required under article 2427 of the Civil Code; in accordance with the various regulations, information is given on revaluations made to tangible assets still carried in the balance sheet.

For all the items recorded in the Balance Sheet and Income Statement, details are given in relation to the reasons for the differences from the corresponding items of the financial statements at 31 December 2009, as envisaged by article 2423 ter (5) of the Civil Code.

With regard to matters falling within the sphere of competence of the Board of Statutory Auditors, we report that, in connection with valuation and accounting aspects, we concur with the accounting policies reported for the individual financial statement components, which have remained unchanged from 2009, and are in accordance with the general principles indicated in article 2423 bis of the Civil Code and with the more specific provisions of the following article 2426.

In addition, we wish to point out that:
. there are no formation, start-up and expansion costs, nor deferred costs for research, development or advertising, carried under intangible assets in the balance sheet;

.deferred tax assets relate mainly to the negative taxable amount for the year, which is completely offset by the taxable amounts of subsidiaries within the 2010 scope of consolidation, and have been disclosed within the limits of the tax benefits which can be obtained in future years; as for previous years, no deferred tax assets have been booked against IRES losses, exceeding the taxable amounts of the subsidiaries;

. there have been no "exceptional cases" during the year which would entail making derogations from standard accounting principles as permitted under article 2423 (4) of the Civil Code.

Since tax year 2004, Rai has opted to be taxed in compliance with the procedure pursuant to article 117 of the Consolidated Income Tax Law, as amended by Legislative Decree no. 344/2003, referred to as the "tax consolidation procedure".

As provided for by art. 2429 (3) of the Civil Code, complete copies of the Subsidiaries' latest financial statements are deposited at the Company headquarters, along with the reports of the relative Boards of Statutory Auditors and the certification reports of the respective independent auditors. There is also a statement summarising the most important data taken from the latest financial statements of the Associates.

In the light of all the matters described and considered above, we express our favour for the approval of the Parent Company financial statements at 31 December 2010, as proposed by the Board of Directors, closing with a loss of 128,467,320.38 euros. We also agree with the further request, contained in the same proposal for resolution, regarding the entire coverage of the loss of 128,467,320.38 euros with the use of:

- Other reserves - merger surplus for the same amount.

Following this operation Other reserves consists of 125,307,239.83 euros.

Rome, 3 June 2011

THE STANDING STATUTORY AUDITORS

Mr Carlo GATTO
Ms Maria Giovanna BASILE
Mr Antonio IORIO