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Report on the consolidated financial statements

Shareholders,

The consolidated financial statements of the Rai Group at 31 December 2011, which have been made available for your information, are expressed in millions of euros and consist of the Consolidated Balance Sheet, Income Statement and Notes to the Consolidated Financial Statements;
they are also accompanied by a Directors’ Report on operations.

The Consolidated Balance Sheet and Income Statement present comparative figures with those for 2010.

As regards the area of consolidation for 2011, Rai Trade, as mentioned in the report on operations of the Parent Company financial statements, was merged by incorporation into Rai SpA, with a merger surplus of 13.4 million.

The financial statements under examination close with a profit of 4.1 million against a loss of 98.2 million in 2010.

In the Report on Operations, the Directors illustrate the Group’s overall performance, looking at and furthering much of that already said in relation to Rai SpA and adding the information with details on the individual aspects of the activity of the consolidated companies.

A review of the balance sheet, income statement and financial position is also provided to facilitate the reader’s understanding of the comments on these areas, with information on the breakdown and contents of the main income statement and balance sheet items, highlighting the reasons for the differences compared to the Financial Statements for 2010.

The Notes to the Consolidated Financial Statements highlight the scope and the principles of consolidation and the valuation methods applied and provide, with the aid of the supplementary schedules presented, the other disclosures required under article 38 of Legislative Decree 127/1991.

A statement is also provided showing the reconciliation between the figures in Rai’s Statutory Financial Statements and the Consolidated Group Financial Statements at 31 December 2011 with regard to the Result for the year and Shareholders’ equity, compared to the corresponding figures of the Financial Statements at 31 December 2010.

With regard to matters falling within the sphere of competence of the Board of Statutory Auditors, we report that, also on the basis of contacts with the Independent Auditors PwC, the consolidated financial statements have been drawn up, in all three of their components, in compliance with statutory requirements and correspond to the accounting records of the parent company and to the information transmitted by the various companies included in the scope of consolidation.

With regard to accounting matters, we wish to draw your attention to the following:

• there have been no “exceptional cases” requiring derogations from standard accounting principles as permitted under article 29 (4) of Legislative Decree no. 127/91;

• assets and liabilities have been valued on a consistent basis, which is unchanged from the previous year.

In conclusion, as a result of all the matters described above, in our opinion the consolidated financial statements of the Rai Group at 31 December 2011 and the accompanying Directors’ Report on operations have been drawn up in accordance with the provisions of the aforementioned Legislative Decree 127/1991.


Rome, 19 April 2012
THE STANDING STATUTORY AUDITORS
Mr Carlo GATTO
Ms Maria Giovanna BASILE
Mr Antonio IORIO