Schedule n.7 of Annex 3A of Consob Regulation n. 11971/99 Market disclosure concerning granting of This document is issued to integrate with additional information the Group s 2006 Financial Statements and the First Interim Report as of June 30, 2007, in compliance with Consob Regulation 15915/2007. This information concerns all the Group s existing stock option plans. Beneficiaries of the Company s stock option plans All stock option plans are envisaged for the members of the Company and of its Subsidiaries who are holding top positions within the Group. In particular, (see tables 1 and 2 in annex) beneficiaries of these plans are the Managing Director, the General Managers and Top Executives in compliance with Art. 152 sexsies, Subparagraph 1, c) c.2, and other employees either of the Company or of the Company s Subsidiaries. The top executives identified in compliance with Art. 152 sexsies, Subparagraph 1, c) c.2, are: Alessandro Alacevich General Director of Investor Relations Sergio Cortese General Director of Technologies and Production Stefano Mignanego General Director of External Relations Roberto Moro General Director of Personnel Marco Moroni General Director of Development Paola Russo Director of Finance and Administration What has motivated the Group's stock option plans The aim of stock option plans is to cultivate key employee loyalty in conducting the Group s businesses, and provide incentives to foster their commitment to enhancing corporate performances. Approval procedure and timing of stock option award In accordance with the proposal submitted by the Compensation Committee, (and, since 2006, pursuant the specific Shareholders proxy), and with the abstention of the members who are possibly involved, the Board : i) approves the stock option plans - if necessary, also through one or several of its members or committees - and selects the beneficiaries among those who are in charge of strategically important positions within the Company and/or its Subsidiaries with an eye on value creation; ii) states the number of options to be granted to each beneficiary; and 1
iii) draws up the stock option plan relevant Regulations, so as to outline terms and conditions for implementation, including exercise price and related vesting period. The abovementioned incentive plans devise granting rights to participate in the share capital (i.e. stock option) through the purchase of treasury shares or the subscription for newly issued shares; or granting of rights through which the beneficiaries are recognized with extraordinary compensation based on the market performance of Gruppo Editoriale L Espresso SpA shares (i.e. phantom stock option). In the event of option plans granting the right to subscribe newly issued shares, the Board of Directors entitled by the Shareholders specific proxy deliberates a share capital increase in compliance with Art. 2441, last subparagraph, of the Italian Civil Code. In the event of extraordinary operations entailing share capital, or analogous operations such as for sake of simplicity and non-exhaustive example extraordinary distributions of dividends, increases in share capital both as bonus issues or for consideration, grouping or fractioning of shares, mergers, demergers, public purchase offers or public exchange offers, or any other event susceptible of affecting options or shares, the Board shall deliberate upon any adjustment and integration to the option plans needed to maintain unvaried, as far as possible, the basic contents of these plans. Characteristics of stock options awarded Stock options awards do not require any specific condition or specific performance achievements. Stock option plans Stock option grants awarded between 2000 and 2006 consist in a maximum number of options that can be granted to beneficiaries over the year also divisible into several tranches and which, according to the specific status of each beneficiary (be they the Managing Director or employees of the Company or of its Subsidiaries), grant the right to purchase existing shares, or to subscribe to shares to-be-issued, in the amount of one share for each option awarded. Stock options are awarded free of charge, in the beneficiary s personal capacity, and cannot be transferred by mean of inter vivos deed. No constraint is envisaged as regards disposal of shares after option exercise, except for any specific blocking period in compliance with the Codice di comportamento in materia di internal dealing (Code of conduct) adopted by the Company (that is, in the 20 days prior to the Board called to approve the results of the period). is fixed in compliance with art. 9, subparagraph 4 of the Testo Unico delle Imposte sui Redditi (Italian Tax Consolidation Act) D.P.R. 917/86 and subsequent amendments and integrations. The Managing Director is fully entitled to exercise his options within 1 or 2 years after the grant date, and up to a maximum period of 6 or 7 years. The other employees are entitled to exercise their options over a progressive maximum period of 4 years, and up to 10 years after. In particular, these beneficiaries can exercise their options as follows: a) before the end of the 6 th (sixth)/7 th (seventh) calendar month after the grant date this regards 12% of the total options granted; b) before the end of each of the 14 (fourteen) quarters subsequent to under item a) and this regards on a quarterly basis an 2
additional 6% of the options granted; and c) before the end of the 15th (fifteenth) quarter subsequent to under item a), and this regards 4% of the options granted. The right to exercise stock option grants is subject to and conditioned by uninterrupted relationship (employment or directorship) between the beneficiary and the Company or one of its Subsidiaries. In the event of severance, for whatever reason, the beneficiaries/their heirs will be entitled to exercise for a regulated time period only the options matured on the severance date unless otherwise decided by the Board. 2007 Phantom Stock Plan This incentive plan consists in option grants, free of charge, which cannot be transferred by mean of inter vivos deed, whose exercise is not subordinate to any specific economic or achievement, but is subject to the respect of the vesting period according to which they progressively mature over time. Each option grant gives the right to receive - under terms and conditions established in the relevant Regulations - gross compensation equal to the difference between the market value of the Company s shares during the exercise period ( Normal Value ) and the market value of the shares on the date of the option grant ( Initial Value ). The following reference market values are the ones to be applied to calculate gross compensation to be paid to each beneficiary: - as regards the Initial Value: the average of the official Stock Exchange prices on days when the stock is actually quoted during the 15 (fifteen) calendar days prior to the date of the option grants; - as regards the Normal Value, from time to time: the average of the Stock Exchange official prices on days when the stock is actually quoted during the first 15 (fifteen) calendar days of the month during which each exercise period falls. The plan establishes that option grants are awarded into two tranches, equal in number of options: the first tranche must be awarded before May 15, 2007, the second tranche must be awarded before October 15, 2007. exercise of the first tranche will take place gradually on a quarterly basis - starting September 30, 2007, ending June 30, 2011. exercise of the second tranche will take place gradually on a quarterly basis - starting March 31, 2008, ending December 31, 2011. Therefore, the exercise of all the options awarded will be completed within 4 (four) years plus one quarter from the date of their award. The beneficiaries shall be enabled to exercise options only upon their express request and only during one of the exercise periods, that is from the 16 th (sixteenth) to the last day of the last month of each solar quarter, starting from the quarter following the quarter of award of option grants, and will be valid and effective starting on the last day of the exercise period. 3
Should an exercise period fall under a blocking period - as established in art.13 of the Codice di comportamento in materia di internal dealing (Code of Conduct) adopted by the Company - the exercise period shall be delayed by one month. All non-exercised options of the first tranche will be terminated on September 30, 2017; all nonexercised options of the second tranche will be terminated on March 31, 2018. Exercise right of is subject to and conditioned by the uninterrupted relationship (employment or directorship) between the beneficiary and the Company or one of its Subsidiaries. In the event of severance, for whatever reason, the beneficiaries or their heirs will be entitled to exercise over a period of 12 months from the severance only the option grants matured on the severance date, unless otherwise decided by the Board. **** This document is integrated with the tables 1 and 2 in annex, filled in section 1 and 2 of BOX 1 and 2. 4
grants s granted under currently valid plans that were approved according to prior s the at (1) Marco Benedetto Managing Director 23-feb-00 Stock - 250.000 23-feb-00 25,60 24,11 30-set-10 Fabio Tacciaria General Manager 23-feb-00 Stock - 100.000 23-feb-00 25,60 24,11 30-set-10 (num.3) 23-feb-00 Stock - 95.000 23-feb-00 25,60 24,11 30-set-10 GELE (num.10) 23-feb-00 Stock - 425.000 23-feb-00 25,60 24,11 30-set-10 subsidiaries (num.18) 23-feb-00 Stock - 610.000 23-feb-00 25,60 24,11 30-set-10 Note (1): on this date the Board, under proxy of April 29, 1996, deliberated the share capital increase
grants s granted under currently valid plans that were approved according to prior s the at Carlo Ottino General Manager 24-apr-01 Stock - 5.000 24-apr-01 6,25 5,87 30-set-11 Fabio Tacciaria General Manager 24-apr-01 Stock - 75.000 24-apr-01 6,25 5,87 30-set-11 (num.3) 24-apr-01 Stock - 65.000 24-apr-01 6,25 5,87 30-set-11 GELE (num. 7) 24-apr-01 Stock - 210.000 24-apr-01 6,25 5,87 30-set-11 subsidiaries (num.14) 24-apr-01 Stock - 345.000 24-apr-01 6,25 5,87 30-set-11 Note: on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase
grants s granted under currently valid plans that were approved according to prior s the at Carlo Ottino General Manager 24-ott-01 Stock - 200 24-ott-01 2,51 2,70 31-mar-12 (num.1) 24-ott-01 Stock - 2.100 24-ott-01 2,51 2,70 31-mar-12 GELE (num. 4) 24-ott-01 Stock - 57.000 24-ott-01 2,51 2,70 31-mar-12 subsidiaries (num. 7) 24-ott-01 Stock - 79.900 24-ott-01 2,51 2,70 31-mar-12 Note : on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase
grants s granted under currently valid plans that were approved according to prior s the at Carlo Ottino General Manager 06-mar-02 Stock - 6.400 06-mar-02 3,30 3,68 30-set-12 (num.4) 06-mar-02 Stock - 70.800 06-mar-02 3,30 3,68 30-set-12 GELE (num. 9) 06-mar-02 Stock - 124.100 06-mar-02 3,30 3,68 30-set-12 subsidiaries (num. 19) 06-mar-02 Stock - 163.625 06-mar-02 3,30 3,68 30-set-12 Note : on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase
grants s granted under currently valid plans that were approved according to prior s the at Carlo Ottino General Manager 24-lug-02 Stock - 8.800 24-lug-02 3,36 3,31 31-dic-12 (num.4) 24-lug-02 Stock - 97.000 24-lug-02 3,36 3,31 31-dic-12 GELE (num. 9) 24-lug-02 Stock - 136.400 24-lug-02 3,36 3,31 31-dic-12 subsidiaries (num.19) 24-lug-02 Stock - 186.450 24-lug-02 3,36 3,31 31-dic-12 Nota : on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase
grants s granted under currently valid plans that were approved according to prior s the at Corrado Corradi General Manager 26-feb-03 Stock - 15.000 26-feb-03 2,86 2,80 30-set-13 Carlo Ottino General Manager 26-feb-03 Stock - 20.000 26-feb-03 2,86 2,80 30-set-13 Fabio Tacciaria General Manager 26-feb-03 Stock - 9.500 26-feb-03 2,86 2,80 30-set-13 (num.5) 26-feb-03 Stock - 49.400 26-feb-03 2,86 2,80 30-set-13 GELE (num. 9) 26-feb-03 Stock - 125.700 26-feb-03 2,86 2,80 30-set-13 subsidiaries (num. 22) 26-feb-03 Stock - 267.225 26-feb-03 2,86 2,80 30-set-13 Note : on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase
grants s granted under currently valid plans that were approved according to prior s the at Corrado Corradi General Manager 23-lug-03 Stock 600 14.400 23-lug-03 3,54 3,46 31-dic-13 Carlo Ottino General Manager 23-lug-03 Stock 2.000 21.000 23-lug-03 3,54 3,46 31-dic-13 Fabio Tacciaria General Manager 23-lug-03 Stock 3.800 11.400 23-lug-03 3,54 3,46 31-dic-13 (num.5) 23-lug-03 Stock 6.200 121.200 23-lug-03 3,54 3,46 31-dic-13 GELE (num. 10) 23-lug-03 Stock 11.700 154.200 23-lug-03 3,54 3,46 31-dic-13 subsidiaries (num.22) 23-lug-03 Stock 21.900 302.550 23-lug-03 3,54 3,46 31-dic-13 Note : on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase
Marco Benedetto Managing Director grants s granted under currently valid plans that were approved according to prior s the at 25-feb-04 Stock (3) - 600.000 25-feb-04 4,95 5,03 31-mar-09 Corrado Corradi General Manager 25-feb-04 Stock 7.700 27.300 25-feb-04 4,95 5,03 30-set-14 Carlo Ottino General Manager 25-feb-04 Stock 16.500 58.500 25-feb-04 4,95 5,03 30-set-14 Fabio Tacciaria General Manager 25-feb-04 Stock 22.000 78.000 25-feb-04 4,95 5,03 30-set-14 (num.5) 25-feb-04 Stock 39.600 140.400 25-feb-04 4,95 5,03 30-set-14 GELE (num. 12) 25-feb-04 Stock 78.650 278.850 25-feb-04 4,95 5,03 30-set-14 subsidiaries (num.23) Note (3): option to purchase GELE's treasury stocks 25-feb-04 Stock 123.750 438.750 25-feb-04 4,95 5,03 30-set-14 Note : on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase
Marco Benedetto Managing Director grants s granted under currently valid plans that were approved according to prior s the at 28-lug-04 Stock (3) - 600.000 28-lug-04 4,80 4,54 31-mar-09 Corrado Corradi General Manager 28-lug-04 Stock 9.800 25.200 28-lug-04 4,80 4,54 31-dic-14 Carlo Ottino General Manager 28-lug-04 Stock 21.000 54.000 28-lug-04 4,80 4,54 31-dic-14 Fabio Tacciaria General Manager 28-lug-04 Stock 28.000 72.000 28-lug-04 4,80 4,54 31-dic-14 (num.6) 28-lug-04 Stock 53.200 136.800 28-lug-04 4,80 4,54 31-dic-14 GELE (num. 12) 28-lug-04 Stock 100.100 257.400 28-lug-04 4,80 4,54 31-dic-14 subsidiaries (num. 23) 28-lug-04 Stock 157.500 405.000 28-lug-04 4,80 4,54 31-dic-14 Note : on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase Note (3): option to purchase GELE's treasury stocks
grants s granted under currently valid plans that were approved according to prior s the at Marco Benedetto Managing Director 23-feb-05 Stock (3) - 750.000 23-feb-05 4,75 4,77 31-mar-10 Corrado Corradi General Manager 23-feb-05 Stock 16.100 18.900 23-feb-05 4,75 4,77 30-set-15 Carlo Ottino General Manager 23-feb-05 Stock 34.500 40.500 23-feb-05 4,75 4,77 30-set-15 Fabio Tacciaria General Manager 23-feb-05 Stock 46.000 54.000 23-feb-05 4,75 4,77 30-set-15 (num.6) 23-feb-05 Stock 92.000 108.000 23-feb-05 4,75 4,77 30-set-15 GELE (num. 12) 23-feb-05 Stock 164.450 193.050 23-feb-05 4,75 4,77 30-set-15 subsidiaries (num.26) 23-feb-05 Stock 265.650 321.750 23-feb-05 4,75 4,77 30-set-15 Note : on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase Note (3): option to purchase GELE's treasury stocks
Marco Benedetto Managing Director grants s granted under currently valid plans that were approved according to prior s the at 27-lug-05 Stock (3) - 750.000 27-lug-05 4,65 4,93 31-mar-10 Corrado Corradi General Manager 27-lug-05 Stock 18.200 16.800 27-lug-05 4,65 4,93 31-dic-15 Carlo Ottino General Manager 27-lug-05 Stock 39.000 36.000 27-lug-05 4,65 4,93 31-dic-15 Fabio Tacciaria General Manager 27-lug-05 Stock 52.000 48.000 27-lug-05 4,65 4,93 31-dic-15 (num.6) 27-lug-05 Stock 104.000 96.000 27-lug-05 4,65 4,93 31-dic-15 GELE (num. 12) 27-lug-05 Stock 185.900 171.600 27-lug-05 4,65 4,93 31-dic-15 subsidiaries (num. 27) 27-lug-05 Stock 313.300 297.600 27-lug-05 4,65 4,93 31-dic-15 Note (2: on this date the Board, under proxy of April 6, 2001, deliberated the share capital increase Note (3): option to purchase GELE's treasury stocks
Marco Benedetto Managing Director grants s granted under currently valid plans that were approved according to prior s the at 26-apr-06 Stock (3) - 850.000 17-mag-06 4,33 4,21 15-giu-13 Corrado Corradi General Manager 26-apr-06 Stock 34.200 10.800 17-mag-06 4,33 4,21 31-dic-16 Carlo Ottino General Manager 26-apr-06 Stock 60.800 19.200 17-mag-06 4,33 4,21 31-dic-16 Fabio Tacciaria General Manager 26-apr-06 Stock 76.000 24.000 17-mag-06 4,33 4,21 31-dic-16 (num.6) 26-apr-06 Stock 136.800 43.200 17-mag-06 4,33 4,21 31-dic-16 GELE (num. 11) 26-apr-06 Stock 262.200 82.800 17-mag-06 4,33 4,21 31-dic-16 subsidiaries (num.39) 26-apr-06 Stock 486.400 155.400 17-mag-06 4,33 4,21 31-dic-16 Note (3): option to purchase GELE's treasury stocks
Marco Benedetto Managing Director grants s granted under currently valid plans that were approved according to prior s the at 26-apr-06 Stock (3) 850.000-15-nov-06 3,96 4,00 15-dic-13 Corrado Corradi General Manager 26-apr-06 Stock 39.600 5.400 15-nov-06 3,96 4,00 30-giu-17 Carlo Ottino General Manager 26-apr-06 Stock 70.400 9.600 15-nov-06 3,96 4,00 30-giu-17 Fabio Tacciaria General Manager 26-apr-06 Stock 88.000 12.000 15-nov-06 3,96 4,00 30-giu-17 (num.6) 26-apr-06 Stock 158.400 21.600 15-nov-06 3,96 4,00 30-giu-17 GELE (num. 12) subsidiaries (num.37) 26-apr-06 Stock 312.400 42.600 15-nov-06 3,96 4,00 30-giu-17 26-apr-06 Stock 554.400 75.600 15-nov-06 3,96 4,00 30-giu-17 Note (3): option to purchase GELE's treasury stocks
Table 1 of Schedule 7 in Annex 3A of Regulation no. 11971/1999 BOX 1 Financial Instruments other from option grants Name or category Financial Instruments related to currently valid option plans, approved according to prior s awarded by the relevant body award by the relevant body Purchase price of Financial Instruments if any Market price at option grant date End of restriction on sale of Marco Benedetto Managing Director 18-apr-07 Phantom stock option 625.000 15-mag-07 3,84 3,80 30-set-17 Corrado Corradi General Manager 18-apr-07 Phantom stock option 70.000 15-mag-07 3,84 3,80 30-set-17 Carlo Ottino General Manager 18-apr-07 Phantom stock option 115.000 15-mag-07 3,84 3,80 30-set-17 Fabio Tacciaria General Manager 18-apr-07 Phantom stock option 150.000 15-mag-07 3,84 3,80 30-set-17 to art.152-sexsies, subparagraph 1,c)-c.2 (num.5) GELE (num.10) 18-apr-07 Phantom stock option 185.000 15-mag-07 3,84 3,80 30-set-17 18-apr-07 Phantom stock option 460.000 15-mag-07 3,84 3,80 30-set-17 subsidiaries (num.40) 18-apr-07 Phantom stock option 912.500 15-mag-07 3,84 3,80 30-set-17 NOTE: GELE's shares Pagina 1 di 2
COMPENSATION PLAN BASED ON FINANCIAL INSTRUMENTS Table 1 of Schedule 7 in Annex 3A of Regulation no. 11971/1999 BOX 1 Financial Instruments other from option grants Section 2 Newly awarded based upon : Name or category of Board upon proposal to of the body in charge of implementation of the awarded by the relevant body award by the relevant body Purchase price of if any Market price at option grant date End of restriction on sale of Marco Benedetto Managing Director 18-apr-07 Phantom stock option 625.000 31-mar-18 Corrado Corradi General Manager 18-apr-07 Phantom stock option 70.000 31-mar-18 Carlo Ottino General Manager 18-apr-07 Phantom stock option 115.000 31-mar-18 Fabio Tacciaria General Manager 18-apr-07 Phantom stock option 150.000 31-mar-18 to art.152-sexsies, subparagraph 1,c)-c.2 (num.5) GELE (num.10) 18-apr-07 Phantom stock option 185.000 31-mar-18 18-apr-07 Phantom stock option 460.000 31-mar-18 subsidiaries (num.40) 18-apr-07 Phantom stock option 912.500 31-mar-18 NOTE: GELE's shares