Reply SpA

Report on Coporate Governance
The table below summarizes shares held in Reply S.p.A. by Directors, and managers with strategic commitments in
Reply S.p.A. as at December 31, 2010 pursuant to art. 79 of Consob Regulations resolution no. 11971 of May 14, 1999:
Number of Number of Number of Number
First name Office held in shares held shares bought shares sold of shares held % of
and surname Reply S.p.A. at 31/12/2009 in 2010 in 2010 at 31/12/2010 share capital
Mario Rizzante Chairman 11,381 - - 11,381 0.1234%
Tatiana Rizzante Chief executive officer 15,734 - - 15,734 0.1706%
Sergio Ingegnatti Chief executive officer 10,100 - - 10,100 0.1095%
Oscar Pepino Executive Director 13,710 - - 13,710 0.1487%
Claudio Bombonato Executive Director - 27,500 - - 27,500 0.2982%
Marco Mezzalama Independent director 250 - - 250 0.0027%
Directors with Key
responsibilities 722,783 - - 722,783 7.8369%
At present, there are Stock option rights assigned to Directors of the Company in compliance to the Stock Option
plans adopted by the Company; the assignment of Stock Option rights to the Directors is summarized in the table
below:
Shareholders’ meeting Number of options Vesting Strike
Director resolution assigned period price
Rizzante Tatiana 10/06/2004 (2004 plan) 15,000 12/5/09-12/5/2014 21.339 Euros
The Options assigned to the above Director can be exercised, within the vesting period in the above table, in a lump
sum solution, within the “exercise window” following fifteen days after the Board of Directors’ meeting approving the
quarterly reports, the half year report or the annual report.
Stock options cannot be exercised in the “Blocked period”, foreseen by the Conduct Code in relation to Internal
Dealing, which are 15 days prior to the Board of Directors’ meetings approving the annual report, the half year report
and the quarterly reports, including the day the meeting is held.
In 2010 no stock options were either assigned nor exercised by the Directors.
The Company and the Directors have made no agreement by which compensation shall be paid in case of resignation
or wrongful dismissal or if employment ceases following a public bid to purchase the company.
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