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Recommendation to Shareholders

The Board of Directors recommends:

• the approval of the draft statutory Financial Statements of Rai which consist of a Balance Sheet, Income Statement and Notes to the Financial Statements, which close with a loss of 245,662,838.10 euros, as well as the approval of the Report on Operations;

• to cover the loss of 245,662,838.10 euros with:

– Other reserves – Non-distributable reserve for revaluation of equity investments, for the sum of 111,712,137.60 euros;

– Other reserves – Distributable reserve for revaluation of equity investments, for the sum of 551,093.00 euros;

– Other reserves – Merger surplus, for the sum of 133,399,607.50 euros.