2. Participating parties to the Agreement and financial instruments held by them

Transcription

1 Extract from the shareholders' agreement regarding the of Gruppo Editoriale L Espresso S.p.A. published pursuant to art. 122 of Legislative Decree no. 58/1998 Notice is hereby given that, on 17 June 2011, Giacaranda Maria Caracciolo di Melito Falck, Carlo Edoardo Revelli and Margherita Revelli (collectively the "Participants" or "Parties") have entered into a shareholders agreement (the Agreement ) pursuant to art. 122 Leg. 58/1998 ( TUF / Finance Law ) concerning total no. 48,009,720 ordinary of Gruppo Editoriale L Espresso S.p.A. (hereinafter also the "Company"), a company with listed on the Italian Electronic Stock Exchange organized and managed by the Borsa Italiana S.p.A. (Italian Stock Exchange). 1. Company whose financial instruments are the subject of the Agreement Gruppo Editoriale L Espresso S.p.A, based in Rome, via Cristoforo Colombo, 149, registration number on the Business Register of Rome and Tax Code No , Economic and Administrative Index (REA) No , Share Capital of Euro 61,508,240.70, fully paid up, divided into 410,054,938 ordinary, with a face value of Euro per share. 2. Participating parties to the Agreement and financial instruments held by them The Agreement was drawn up between: Giacaranda Maria Caracciolo di Melito Falck, born in Milan on 19 August 1972, tax code CRC GRN 72M59 F205K, holder of no. 25,829,299 Company's ordinary ; Carlo Edoardo Revelli, born in Rome on 5 April 1969, tax code RVL CLD 69D05 H501C, holder of no. 11,522,333 Company's ordinary ; Margherita Revelli, born in Rome on 22 November 1971, tax code RVL MGH 71S62 H501Y holder of no. 10,658,158 Company's ordinary. The Participants have granted to the Agreement the total no. 48,009,720 of Company's ordinary held by the Participants themselves, at % of the share capital, as shown in the table below. Participant Syndicated % of total syndicated Giacaranda Maria 25,829, % 6.299% Caracciolo di Melito Falck Carlo Edoardo Revelli 11,522, % 2.81% Margherita Revelli 10,658, % 2.599% Total 48,009, % % Under the Agreement, (i) bonus arising from increases in capital and (ii) revenue arising from increases in capital / underwriting and conversion of convertible bonds will be bound by the provisions thereof.

2 4. Content of the Agreement 4.1 Board of Directors and Statutory Auditors The parties expressly agree, at the appropriate time and under the Agreement, to appoint lawyer, Maurizio Martinetti to the position of director of Gruppo Editoriale L'Espresso S.p.A., and lawyer, Giovanni Barbara, for the position of Chairman of the Board of Statutory Auditors; all as agreed by the Parties, for the period of the Agreement and until such applications are possible in relation to held by the Parties Transfer of syndicated Trade by blocks Each Party is free to sell in whole or in part their own in blocks. If a party wants to sell its by blocks, the sale can take place only provided that the transferee, together with the purchase, subscribe the Agreement (becoming itself Party of it) and give the Società per Amministrazioni Fiduciarie Spafid S.p.A. (hereinafter also the "Trusteeship "), for the quantity of purchased, the position of Trusteeship of the same content as those awarded by the Parties, for the period of twelve months from the date of sale (reduced only in case of expiry beyond the end of the Agreement) and consequently remains bound to the fiduciary duty referred to in paragraph 5. below, assuming among other things, for the same period, the obligations set forth in Section Transfer through Accelerated Book Building Offer (A.B.O.) In case a Party intends to sell in whole or in part their own through "Accelerated Book Building Offer (ABO)", the Party shall give prior notice to the other Parties, also to agree, within the period required by the specific circumstances of the case, to their possible participation through "Accelerated Book Building Offer (ABO)." Transfer on the regulated market The sale of on the regulated market is regulated as follows: (a) the sale of on the regulated market will be delegated, through the Trusteeship, to Mediobanca, in the manner of sale agreed between the Parties; (b) the Parties agree to meet every three months, within seven days of the first Party sending the notification to the other Parties, in order to declare their willingness to sell or not sell on the regulated market and determine, with reference to the Parties who wish to sell, the total number of to be sold, the respective amounts in accordance with the proportions indicated in paragraph 2., the terms and conditions of sale, it being understood that from now on any sale will be accomplished by taking all necessary and appropriate care, taking account of market conditions;

3 (c) in addition to the meeting referred to above, the Parties agree to meet, again in order to declare their willingness to sell or not sell on the regulated market, within seven days of the request sent by one of the Parties; (d) in case more than one Party wishes to sell on the market, each sale will be carried out according to the current market rules Authorized transfers Each Party may exercise the right of ownership over the syndicated in the Agreement, directly or indirectly, by the Party itself, through a wholly owned subsidiary; the transfer to the wholly owned subsidiary company can only take place if, before such transfer, the company has provided to underwrite the Agreement assuming all the obligations and rights arising from it, becoming Party itself, as well as to replace the transferring Party in dealing with the Trusteeship, though the transferring Party remains responsible for any company breaches Exercise of rights pertaining to syndicated Except as provided in paragraph 4.1 above, the right to vote can be freely exercised by Parties, by means of appropriate instructions signed by them and communicated to the Trusteeship. The rights on the syndicated will be exercised separately by the Parties, according to the determinations of the Parties themselves, by means of appropriate instructions signed by them and communicated to the Trusteeship. 5. Party from whom the securities are deposited The Parties will confer fiduciary duties and are required to maintain the fiduciary entrustment for the whole period of the Agreement to the Società per Amministrazioni Fiduciarie Spafid SpA, which will deposit at Mediobanca S.p.A. 6. Duration of the Agreement The Agreement is in effect until 31 March Registered with the Registro delle Imprese (Business Register) The Agreement is registered with the Registro delle Imprese di Roma (Business Register of Rome) pursuant to the law. 22 June 2011

4 Shareholders Agreement regarding the of Gruppo Editoriale L Espresso S.p.A. Published pursuant to art. 131, paragraph 2, of the Consob Regulation no /1999 In reference to the shareholders Agreement (hereinafter the Agreement ), relevant in pursuance to art. 122 of Italian Legislative Decree no. 58/1998 concerning total no. 48,009,720 of ordinary of Gruppo Editoriale L Espresso S.p.A. (hereinafter the "Company"), drawn up on June 17, 2011 between Giacaranda Maria Caracciolo di Melito Falck, Carlo Edoardo Revelli and Margherita Revelli, the abstract of which was published on the newspaper La Repubblica on June 22, 2011, pursuant to art. 131, paragraph 2, of the Consob Regulation no /1999 and following changes, the following is conveyed: - on June 25, 2011 (by means of notarial deed carried out by Natale Votta from Rome, repertory no , folder no. 8795), Mr. Carlo Edoardo Revelli holder of no. 11,522,333 of the Company's ordinary has handed his over to the Company Prosper S.p.A. (based in Rome, via dei Monti Parioli 8/A, fiscal code, VAT code and Business Register of Rome no ), wholly owned by him; - on June 28, 2011 (by means of notarial deed carried out by Massimo Recchi from Rome, repertory no , folder no ), Mrs. Margherita Revelli holder of no. 10,658,158 of the Company's ordinary has handed her over to the Company Erga Omnes S.p.A. (based in Rome, via di Monte Savello, 30, fiscal code, VAT code and Business Register of Rome no ), wholly owned by her; - on July 7, 2011 the Companies Prosper S.p.A and Erga Omnes S.p.A., have formally complied to the Agreement, assuming from that date on all obligations and rights arising from the same Agreement; As a result of the above, with effect from July 7, 2011, the Agreement binds Giacaranda Maria Caracciolo di Melito Falck, Prosper S.p.A. (Company wholly owned by Carlo Edoardo Revelli) and Erga Omnes S.p.A. (Company wholly owned by Margherita Revelli) as shown in the table below. Participant Syndicated % of total syndicated Giacaranda Maria 25,829, % 6.299% Caracciolo di Melito Falck Prosper S.p.A 11,522, % 2.81% Erga Omnes S.p.A. 10,658, % 2.599% Total 48,009, % % All the clauses of the Agreement remain in full force and effect between Giacaranda Maria Caracciolo di Melito Falck, Prosper S.p.A. and Erga Omnes S.p.A. (provided that Mr. Carlo Edoardo Revelli shall be held responsible for any non-fulfilments of Prosper S.p.A., and Mrs. Margherita Revelli shall be held responsible for any non-fulfilments of Erga Omnes S.p.A). July 12,

5 Shareholders Agreement regarding the of Gruppo Editoriale L Espresso S.p.A. Published pursuant to art. 131, paragraph 2, of the Consob Regulation no /1999 In reference to the shareholders Agreement (hereinafter the Agreement ), relevant in pursuance to art. 122 of Italian Legislative Decree no. 58/1998 concerning a total no. 48,009,720 of ordinary of Gruppo Editoriale L Espresso S.p.A. (hereinafter the "Company"), drawn up on June 17, 2011 between Giacaranda Maria Caracciolo di Melito Falck, Carlo Edoardo Revelli and Margherita Revelli, the abstract of which was published on the newspaper La Repubblica on June 22, 2011, pursuant to art. 131, paragraph 2, of the Consob Regulation no /1999 and following changes, already subject to variation reported according to the law and published on the newspaper Il Tempo on July 12, 2011, the following is conveyed: - on September 19, 2011 (by means of notarial deed carried out by Salvatore Mariconda from Rome, repertory no. 7344, folder no. 5080), Mrs. Giacaranda Maria Caracciolo di Melito Falck holder of no. 25,829,229 ordinary of the Company has handed her over to the Company SIA BLU S.p.A. (based in Rome, Piazza dei Caprettari, 70, fiscal code, VAT code and Business Register of Rome no ), wholly owned by her; - on September 26, 2011, the Company SIA BLU S.p.A. has formally complied to the Agreement, assuming from that date on all obligations and rights arising from the same Agreement; As a result of the above, with effect from September 26, 2011, the Agreement binds SIA BLU S.p.A. (Company wholly owned by Giacaranda Maria Caracciolo di Melito Falck), Prosper S.p.A. (Company wholly owned by Carlo Edoardo Revelli) and Erga Omnes S.p.A. (Company wholly owned by Margherita Revelli) as shown in the table below. Participant Syndicated % of total syndicated SIA BLU S.p.A. 25,829, % 6.296% Prosper S.p.A 11,522, % 2.809% Erga Omnes S.p.A. 10,658, % 2.598% Total 48,009, % % All the clauses of the Agreement remain in full force and effect between SIA BLU S.p.A., Prosper S.p.A. and Erga Omnes S.p.A. (provided that Mrs. Giacaranda Maria Caracciolo di Melito Falck shall be held responsible for any non-fulfilments of SIA BLU S.p.A., Mrs. Margherita Revelli shall be held responsible for any non-fulfilments of Erga Omnes S.p.A. and Mr. Carlo Edoardo Revelli shall be held responsible for any non-fulfilments of Prosper S.p.A). September 28, 2011