International Game Technology PLC (Form: S-8, Received: 04/06/2015 16:57:00)

As filed with the Securities and Exchange Commission on April 6, 2015

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

ON FORM S-8

TO FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERNATIONAL GAME TECHNOLOGY PLC

(Exact name of registrant as specified in its charter)

England and Wales		98-1193882
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11 Old Jewry, 6th Floor
London EC2R 8DU
United Kingdom
+44 (0) 203 131 0300

(Address of principal executive offices) (Zip Code)

Lottomatica Group 2009-2015 Stock Option Plan

Lottomatica Group 2010-2016 Stock Option Plan

Lottomatica Group 2011-2017 Stock Option Plan

Lottomatica Group 2012-2018 Stock Option Plan

GTECH 2013-2019 Stock Option Plan

GTECH 2014-2020 Stock Option Plan

Lottomatica Group 2011-2015 Share Allocation Plan

Lottomatica Group 2012-2016 Share Allocation Plan

GTECH 2013-2017 Share Allocation Plan

GTECH 2014-2018 Share Allocation Plan
International Game Technology 2002 Stock Incentive Plan

International Game Technology PLC 2015 Equity Incentive Plan

(Full title of the Plan)

CSC Services Of Nevada, Inc.
2215-B Renaissance Drive
Las Vegas, NV 89119

(Name and address of agent for service)

(518) 433-4740

(Telephone number, including area code, of agent for service)

Copies to:

Pierfrancesco Boccia
GTECH S.p.A.
Viale del Campo Boario 56/D
00154 Roma—Italy
Facsimile: 0039 06 51 894741

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE


Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Ordinary shares, nominal value $0.10, to be issued under the Lottomatica Group 2009-2015 Stock Option Plan	37,112	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the Lottomatica Group 2010-2016 Stock Option Plan	222,488	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the Lottomatica Group 2011-2017 Stock Option Plan	1,379,872	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the Lottomatica Group 2012-2018 Stock Option Plan	1,366,446	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the GTECH 2013-2019 Stock Option Plan	1,383,726	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the GTECH 2014-2020 Stock Option Plan	1,866,054	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the Lottomatica Group 2011-2015 Share Allocation Plan	440,867	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the Lottomatica Group 2012-2016 Share Allocation Plan	661,268	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the GTECH 2013-2017 Share Allocation Plan	558,305	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the GTECH 2014-2018 Share Allocation Plan	393,276	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the International Game Technology 2002 Stock Incentive Plan	1,409,505	N /A	(3)	N /A	(3)	N /A		(3)
Ordinary shares, nominal value $0.10, to be issued under the International Game Technology PLC 2015 Equity Incentive Plan	11,500,000	N/A		230,915,137	(4)		$26,832

(1) Represents the maximum number of ordinary shares, nominal value $0.10 per share (“Ordinary Shares”), of International Game Technology PLC (the “Company”) issuable under (i) outstanding options, restricted shares, restricted stock unit awards and other equity-based awards granted under the Lottomatica Group, GTECH and International Game Technology (“Legacy IGT”) equity plans listed above, which were assumed by the Company in connection with the merger of GTECH S.p.A. (“GTECH”) with and into the Company and the merger of Legacy IGT with and into Georgia Worldwide Corporation, a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to the Agreement and Plan of Merger, dated as of July 15, 2014, as amended, by and among the Company, GTECH, GTECH Corporation, a Delaware corporation (solely with respect to Section 5.02(a) and Article VIII), Merger Sub and Legacy IGT; and (ii) the International Game Technology PLC 2015 Equity Incentive Plan.

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of Ordinary Shares registered includes an indeterminable number of Ordinary Shares as are required to prevent dilution resulting from a stock split, stock dividend, or similar transaction that results in an increase in the number of outstanding Ordinary Shares.

(3) These shares were registered under the Registration Statement on Form F-4 (File No. 333-199096) filed under the Securities Act with the Securities and Exchange Commission on October 1, 2014, as amended. All filing fees payable in connection with the issuance of these shares were previously paid in connection with the filing of the Registration Statement on Form F-4.

(4) Estimated solely for the purpose of calculating the registration fee. The offering price per share of the Ordinary Shares was calculated based on $20.08, the U.S. dollar equivalent (based on a USD/EUR exchange ratio of 0.92 on April 2, 2015) of €18.43, the average of the high and low prices for the GTECH ordinary shares as reported on the Borsa Italiana on April 2, 2015. The GTECH ordinary shares were used as a reference because the GTECH ordinary shares will be converted into Ordinary Shares at a 1:1 exchange ratio.

EXPLANATORY NOTE

The Registrant hereby amends its Registration Statement on Form F-4 (File No. 333-199096) filed under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) on October 1, 2014, as amended by Pre-Effective Amendment No. 1, filed on November 21, 2014, Pre-Effective Amendment No. 2, filed on December 15, 2014, Pre-Effective Amendment No. 3, filed on December 18, 2014, Pre-Effective Amendment No. 4, filed on December 24, 2014, and Pre-Effective Amendment No. 5, filed on January 2, 2015 (as amended, the “Form F-4”), by filing this Post-Effective Amendment No. 1 on Form S-8 (the “Registration Statement”) relating to ordinary shares of International Game Technology PLC (“we,” “our,” “us,” “IGT PLC,” the “Registrant,” or the “Company”), nominal value $0.10 per share (“Ordinary Shares”), issuable upon the exercise or settlement of certain equity awards granted under the Legacy Equity Plans (as defined below) and under the 2015 Plan (as defined below). All such shares issuable pursuant to equity awards granted under the Legacy Equity Plans were previously registered on the Form F-4 but will be subject to issuance pursuant to this Registration Statement.

Pursuant to that certain Agreement and Plan of Merger, dated as of July 15, 2014, as amended (the “Merger Agreement”), by and among us, GTECH S.p.A. (“GTECH”), Georgia Worldwide Corporation, a wholly owned subsidiary of the Company (“Merger Sub”), International Game Technology (“Legacy IGT”) and GTECH Corporation (solely with respect to Section 5.02(a) and Article VIII), on April 7, 2015 (the “Closing Date”), GTECH will merge with and into the Company, with the Company surviving, and immediately thereafter Merger Sub will merge with and into Legacy IGT, with Legacy IGT surviving as a wholly owned subsidiary of the Company (the “Mergers”).

In connection with the Mergers and effective as of the Closing Date, the Company will assume sponsorship of the Lottomatica Group 2009-2015 Stock Option Plan (the “GTECH 2009 Option Plan”), the Lottomatica Group 2010-2016 Stock Option Plan (the “GTECH 2010 Option Plan”), the Lottomatica Group 2011-2017 Stock Option Plan (the “GTECH 2011 Option Plan”), the Lottomatica Group 2012-2018 Stock Option Plan (the “GTECH 2012 Option Plan”), the GTECH 2013-2019 Stock Option Plan (the “GTECH 2013 Option Plan”), the GTECH 2014-2020 Stock Option Plan (the “GTECH 2014 Option Plan”), the Lottomatica Group 2011-2015 Share Allocation Plan (the “GTECH 2011 Share Plan”), the Lottomatica Group 2012-2016 Share Allocation Plan (the “GTECH 2012 Share Plan”), the GTECH 2013-2017 Share Allocation Plan (the “GTECH 2013 Share Plan”), the GTECH 2014-2018 Share Allocation Plan (such plan, together with the GTECH 2009 Option Plan, the GTECH 2010 Option Plan, the GTECH 2011 Option Plan, the GTECH 2012 Option Plan, the GTECH 2013 Option Plan, the GTECH 2014 Option Plan, the GTECH 2011 Share Plan, the GTECH 2012 Share Plan and the GTECH 2013 Share Plan, the “Legacy GTECH Plans”), and the International Game Technology 2002 Stock Incentive Plan (the “Legacy IGT Plan” and, together with the Legacy GTECH Plans, the “Legacy Equity Plans”).

On the Closing Date, in accordance with the terms of the Merger Agreement, each option, restricted share and other equity-based award granted under the Legacy GTECH Plans and certain restricted stock unit awards granted under the Legacy IGT Plan (collectively, the “Legacy Equity Awards”) will be, in each case, converted into a corresponding equity award with respect to Ordinary Shares.

In addition, the International Game Technology PLC 2015 Equity Incentive Plan (the “2015 Plan” and, together with the Legacy Equity Plans, the “Plans”) was approved by shareholders on March 13, 2015 and adopted by the Board of Directors of the Company on April 2, 2015.

This Registration Statement is being filed for the purpose of registering up to 9,718,919 Ordinary Shares issuable upon the exercise or settlement of the converted Legacy Equity Awards that were previously registered on the Form F-4 and an aggregate of 11,500,000 Ordinary Shares that may be offered pursuant to the 2015 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Commission by the Company are incorporated in this Registration Statement by reference:

1. The Company’s final prospectus, dated January 2, 2015 and filed with the Commission on January 2, 2015 pursuant to Rule 424(b)(3) under the Securities Act in connection with the Company’s registration statement on Form F-4 (File No. 333-199096);

2. The Company’s Report of Foreign Private Issuer on Form 6-K, filed with the Commission on February 27, 2015; and

3. The description of the Ordinary Shares included or incorporated by reference under Item 1 of the Company’s Registration Statement on Form 8-A, filed with the Commission on April 2, 2015, including any amendment or report filed for the purpose of updating such description.

In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any such documents or portions thereof that are expressly furnished rather than filed), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Members of the Company’s Board of Directors, as well as certain senior management members, are insured under the Company’s Directors and Officers Insurance Policy. Although the insurance policy provides for wide coverage, the directors and officers may incur uninsured liabilities.

The Company’s Articles of Association provide that, to the fullest extent permitted by the U.K. Companies Act 2006 and without prejudice to any indemnity to which he or she may otherwise be entitled, every person who is or was a director or other officer of the Company or any of its associates (other than any person (whether or not an officer of the Company or any of its associates) engaged by the Company or any of its associates as auditor) shall be and shall be kept indemnified out of the assets of the Company against all costs, charges, losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or otherwise as a director or such other officer of the Company or any of its associates) in relation to the Company or any of its associates or its/their affairs. This is subject to the exceptions set out in the U.K. Companies Act 2006, which are reflected in the Company’s Articles of Association.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to this Registration Statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. F inancial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island, on April 6, 2015.

INTERNATIONAL GAME TECHNOLOGY PLC

By:	/s/ Declan James Harkin
Name:		Declan James Harkin
Title:		Director

Each person whose signature appears below hereby constitutes and appoints Marco Sala and Alberto Fornaro, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended, as the attorney-in-fact and to file the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Alberto Fornaro
Alberto Fornaro	Director, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer	April 6, 2015
/s/ Declan James Harkin
Declan James Harkin	Director	April 6, 2015

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act the undersigned has caused this Registration Statement to be signed as the duly authorized representative of International Game Technology PLC in the United States on April 6, 2015.

International Game Technology PLC

By:	/s/ Declan James Harkin
Name:		Declan James Harkin
Title:		Director

EXHIBIT INDEX

Exhibit
Number		Description

4.1		Amended and Restated Articles of Association of International Game Technology PLC (incorporated herein by reference to Annex I to the Company’s Form F-4 Registration Statement Amendment No. 1 (Registration No. 333-199096), filed on November 21, 2014)

5.1		Opinion of Counsel

23.1		Consent of Counsel (included in Exhibit 5.1)

23.2		Consent of Reconta Ernst & Young S.p.A. concerning the financial statements of GTECH S.p.A.

23.3		Consent of PricewaterhouseCoopers LLP concerning the financial statements of International Game Technology

24.1		Power of Attorney (included on signature page)

99.1		Lottomatica Group 2009-2015 Stock Option Plan

99.2		Lottomatica Group 2010-2016 Stock Option Plan

99.3		Lottomatica Group 2011-2017 Stock Option Plan

99.4		Lottomatica Group 2012-2018 Stock Option Plan

99.5		GTECH 2013-2019 Stock Option Plan

99.6		GTECH 2014-2020 Stock Option Plan

99.7		Lottomatica Group 2011-2015 Share Allocation Plan

99.8		Lottomatica Group 2012-2016 Share Allocation Plan

99.9		GTECH 2013-2017 Share Allocation Plan

99.10		GTECH 2014-2018 Share Allocation Plan

99.11		International Game Technology 2002 Stock Incentive Plan (incorporated herein by reference to International Game Technology’s Proxy Statement (Commission File No. 001-10684), filed on January 18, 2011)

99.12		International Game Technology PLC 2015 Equity Incentive Plan

Exhibit 5.1

		CLIFFORD CHANCE LLP

		10 UPPER BANK STREET
		LONDON
		E14 5JJ

		TEL +44 20 7006 1000
		FAX +44 20 7006 5555
		DX 149120 CANARY WHARF 3

		www.cliffordchance.com

Our ref: 47-40570352

6 April 2015

International Game Technology PLC

6 th Floor

11 Old Jewry

London

EC2R 8DU

Dear Sirs

International Game Technology PLC: Registration under the US Securities Act of 1933

1. We are acting on the instructions of International Game Technology PLC (the “ Company ”) in connection with the registration under the US Securities Act of 1933 (the “ Securities Act ”) on Form S-8 of the following amounts of ordinary shares of $0.10 each in the Company (the “ Shares ”) in connection with the following equity plans (the “ Equity Plans ”):

Equity Plan		Amount

Lottomatica Group 2009-2015 Stock Option Plan		37,112
Lottomatica Group 2010-2016 Stock Option Plan		222,488
Lottomatica Group 2011-2017 Stock Option Plan		1,379,872
Lottomatica Group 2012-2018 Stock Option Plan		1,366,446
GTECH 2013-2019 Stock Option Plan		1,383,726
GTECH 2014-2020 Stock Option Plan		1,866,054
Lottomatica Group 2011-2015 Share Allocation Plan		440,867
Lottomatica Group 2012-2016 Share Allocation Plan		661,268
GTECH 2013-2017 Share Allocation Plan		558,305
GTECH 2014-2018 Share Allocation Plan		393,276
International Game Technology 2002 Stock Incentive Plan		1,409,505
International Game Technology PLC 2015 Equity Incentive Plan		11,500,000

2. For the purposes of issuing this letter, we have reviewed only the documents referred to in the Appendix to this letter (the “ Documents ”).

English law

3. The opinions set out in this letter (which are strictly limited to the matters stated herein and are not to be read as extended, by implication or otherwise, to any other matters) relate only to English law as applied by the English courts as at today’s date. This letter expresses no opinion on the laws of any other jurisdiction and is governed by English law.

Opinion

4. On the basis of our understanding of the Documents and the assumptions and subject to the reservations set out below, we are of the opinion that:

(a) the Company is a public company limited by shares and has been duly incorporated under English law; and

(b) subject to and upon the Shares being duly allotted and issued by the Company to participants in the Equity Plans, the Shares will be duly and validly authorised and issued, fully paid and no further contributions in respect of such Shares will be required to be made to the Company by the holders thereof in respect of the issue of such Shares by reason solely of their being such holders.

Assumptions

5. The opinions set out in paragraph 4 are based upon the following assumptions (made without investigation):

(a) that all copy Documents supplied to us are complete, up-to-date, authentic and accurate and conform to the originals which themselves are genuine and that all signatures, stamps and seals thereon are genuine;

(b) that each party to the Documents has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under such Documents;

(c) that the rules of the Equity Plans which we have examined are in force, were validly adopted by the Company and have been and will be operated in accordance with their terms;

(d) that the Shares will, before allotment or issue, have been fully paid up in accordance with the Companies Act 2006;

(e) that the Shares have been and will be issued or transferred in accordance with the rules of the relevant Equity Plan;

(f) that any representation, warranty or statement of fact or law, other than as to the laws of England, made in any of the Documents is true, accurate and complete;

(g) that all resolutions of the board of directors and/or of the committees required to approve or operate the Equity Plans (including in respect of the allotment and issue of Shares) and any amendments to the Equity Plans were duly passed at properly convened meetings of duly appointed directors or, as the case may be, duly appointed committees of directors and/or properly convened meetings of the relevant trustee (or in the case of written resolutions, were duly adopted) and that such resolutions have not been amended or rescinded and are and will remain in full force and effect;

(h) that all resolutions of the shareholders of the Company required to authorise the allotment of the Shares, approve the Equity Plans or any amendments to the Equity Plans were duly passed and at properly convened meetings of the shareholders of the Company and have not been amended or rescinded and are and will remain in full force and effect;

(i) that there has been no alteration in the status or condition of the Company since a search carried out at the Companies House of England and Wales on 2 April 2015 at 10.36 a.m. and an enquiry by telephone in respect of the Company at the Central Index of Winding Up Petitions on 2 April 2015 at 10.24 a.m.. However, it is our experience that such searches may be unreliable. In particular, they are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced in England nor do they indicate whether or not insolvency proceedings have been commenced elsewhere;

(j) that each director of the Company has disclosed any interests which he may have in the Equity Plans in accordance with the provisions of the Companies Act 2006 and the articles of association of the Company;

(k) that each director of the Company (and each member of any relevant committee) discharged his fiduciary duty owed to the Company and acted honestly and that each relevant trustee discharged its fiduciary duties and acted honestly;

(l) that the offering or award of Shares under the Equity Plans has been duly authorised by, and has and will be made in accordance with, the relevant Documents;

(m) that there have been no amendments to the forms of articles of association of the Company referred to in the Appendix and the articles of association will be adopted without any amendments on the effective date for the transaction (expected to be on 7 April 2015); and

(n) that save for the Documents, there is no other document or arrangement which modifies or supersedes any of the Documents.

6. We express no opinion as to any agreement, instrument, document or matter other than as specified in this letter. We have not been responsible for investigation or verification of statements of fact (including statements as to foreign law).

7. This letter is given solely for the purposes of the Company filing the Form S-8 and for the information of the persons to whom it is addressed and may not be relied upon for any other purpose or disclosed to or relied upon by any other person without our prior written consent. Furthermore this letter is given on the basis that any limitation on the liability of any other person to the persons to whom this letter is addressed, whether or not we are aware of that limitation, will not adversely affect our position in any circumstances.

Benefit of opinion

8. We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission (the “ Commission ”) as an exhibit to the Form S-8 relating to the Shares. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Save as aforesaid, this opinion is addressed to you on the understanding that it may not be transmitted to any person for any purpose or quoted or referred to in any public document or filed with any government agency or other person without our prior consent.

Yours faithfully

/s/ Clifford Chance

Appendix

Documents Reviewed

The Documents referred to in Paragraph 2 of this letter are copies of the following which have been provided to us by the Company with the exception of the documents referred to in (2) and (7)-(9) below which have been obtained from the United Kingdom’s Companies House and the Central Index of Winding Up Petitions as the case may be on 2 April 2015.

(1) The draft Form S-8

(2) The existing articles of association of the Company

(3) The articles of association of the Company adopted by shareholders on 13 March 2015 with effect from the effective date for the transaction (expected to be on 7 April 2015)

(4) The minutes of the meeting of shareholders of the Company dated 13 March 2015

(5) The written resolutions of the board of the Company dated 26 February 2015, 2 April 2015 and 6 April 2015

(6) The rules of the Equity Plans

(7) A copy of the certificate of incorporation of the Company

(8) A copy of the certificate of re-registration of the Company dated 16 September 2014

(9) The searches referred to in paragraph 5(i) of this Legal Opinion

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this post-effective Amendment No. 1 on Form S-8 to the Registration Statement on Form F-4 (No. 333-199096) of International Game Technology PLC of our report dated October 1, 2014, with respect to the consolidated financial statements of GTECH S.p.A. included in the Registration Statement (Form F-4 No. 333-199096) and related Prospectus of Georgia Worldwide PLC (now International Game Technology PLC) filed with the Securities and Exchange Commission on January 2, 2015.

/s/ Reconta Ernst & Young S.p.A.

Rome, Italy
April 6, 2015

Reconta Ernst & Young S.p.A.

Sede Legale: 00198 Roma - Via Po, 32

Capitale Sociale € 1.402.500,00 i.v.

Iscritta alla S.O. del Registro delle Imprese presso la C.C.I.A.A. di Roma

Codice fiscale e numero di iscrizione 00434000584

P.IVA 00891231003

Iscritta all’Albo Revisori Contabili al n. 70945 Pubblicato sulla G.U. Suppl. 13 - IV Serie Speciale del 17/2/1998

Iscritta all’Albo Speciale delle società di revisione

Consob al progressivo n. 2 delibera n.10831 del 16/7/1997

A member firm of Ernst & Young Global Limited

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form F-4 of International Game Technology PLC of our report dated November 25, 2014 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in International Game Technology’s Annual Report on Form 10-K for the year ended September 27, 2014.

/s/ PricewaterhouseCoopers LLP

San Jose, CA
April 6, 2015

Exhibit 99.1

Regulations of the

“Lottomatica Group 2009 - 2015 Stock Option Plan

reserved for employees” of

Lottomatica Group S.p.A. and/or its subsidiaries

for the subscription of ordinary shares of Lottomatica Group S.p.A.

LOTTOMATICA spa concessionaria dello Stato
Capitale sociale euro 151.991.896,00
Partita IVA · codice fiscale e Reg. Imp. Roma 08028081001
R.E.A. 1117269

Società coordinata e diretta da
De Agostini SpA
sede legale: 28100 Novara
Via G. da Verrazano, 15

NOTICE

The laws and regulations regarding “soliciting for investment” are not applicable to this offer of options for Lottomatica Group S.p.A. ordinary shares, as the offer falls within the domain of article 34-ter, paragraph 1, sub-paragraph m of Regulation no. 11971 adopted through the Consob Resolution of 14 May 1999 as amended.

As a consequence, this document is not an information prospectus or an equivalent information document pursuant to the Consob Regulation referred to above and is not subject to the prior authorization of Consob or, in any event, to any advance notification to that body.

Article 1

Introduction

The stockholders of Lottomatica Group S.p.A. (the “Company” ) resolved in an extraordinary general meeting held on October 18, 2006, amongst other things, to grant the Board of Directors, pursuant to article 2443, paragraph 2, of the Italian civil code, for a period of five years from the date of the resolution, the ability to increase capital stock for consideration, on one or more occasions, for a maximum nominal amount of euro 15,050,080.00, with the exclusion of the option rights pursuant to article 2441, paragraph 4, second sentence, of the Italian civil code, to be used (amongst other things) for one or more stock option plans reserved for the directors and/or employees of the Company and/or its subsidiaries, including GTECH Corporation ( “GTECH” ), up to a maximum of 33% per year with the possibility of being able to carry forward any unused portion in any given year to be used in future years together with the portions relating to those years. The stockholders’ meeting referred to established additionally that the shares deriving from the delegated increases in capital stock must be freed at a unit price, inclusive of both the nominal value and premium, determined by the Board of Directors in compliance with the criteria indicated in Article 8.

On July 2, 2009, stockholders in the ordinary general meeting resolved, amongst other things, to approve the stock plan entitled “Lottomatica Group 2009-2015 Stock Option Plan reserved for employees” (the “Plan” ) and to grant every necessary or appropriate power to the Board of Directors to execute the Plan with the ability in particular, merely by way of example, to (i) identify the beneficiaries from the executives of Lottomatica Group S.p.A. and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries, assign the stock options and establish the number of options to be granted to each one of them; (ii) determine the results and/or performance indicators to which the exercise of the options is subject; (iii) establish each and every term and condition for the Plan to be put into effect, in a different way for each beneficiary if necessary; (iv) draw up and approve the operating regulations of the Plan; all of this to be in conformity with the information provided in the informational memorandum published pursuant to the regulations in force, and having heard the Compensation Committee, if such is the case.

In order to carry this out the Board of Directors, in its meeting of July 30, 2009, amongst other things (i) resolved an increase in capital stock for consideration, separable, for a maximum of euro 1,850,510, through the issue of a maximum of 1,850,510 new ordinary shares each of nominal value euro 1, with ordinary rights, with the exclusion of the option rights pursuant to article 2441, paragraph 4, second sentence, of the Italian civil code, at a unit price of euro 14.03, inclusive of both the nominal value and premium, (the “Capital Increase” ), to be used for the Plan; (ii) approved these Plan regulations (the “Regulations” ).

The clauses contained in these Regulations are inseparable amongst themselves.

Article 2

Purpose of the Plan

The purpose of the Plan can be illustrated and summarized as follows:

· to focus the attention of the beneficiaries on factors of strategic interest;

· to encourage the “loyalty” of the beneficiaries by providing an incentive to remain employed by the Company and/or its subsidiaries;

· to increase the competitiveness of the Company and the group it heads, enabling pre-determined objectives to be reached;

· to link the compensation of the beneficiaries to the “creation of value” for the Company’s stockholders;

· to assist in ensuring that the total compensation package of the beneficiaries remains competitive on the market;

· to establish systems of variable compensation for managers having strategic responsibilities in accordance with the Code of Self-Regulation for listed companies.

Article 3

Subject of the Plan

Subject to the provisions of these Regulations, a maximum aggregate number of 1,852,785 ordinary shares of the Company subject to the Plan, deriving from the Capital Increase (or other future capital increases that the Board of Directors may resolve pursuant to the power granted to it by the extraordinary stockholders’ meeting held on October 18, 2006), each having nominal value euro 1 (the “Shares” ) shall be reserved for subscription by certain employees of the Company and/or its subsidiaries (the “Beneficiaries” ).

The Plan provides for the granting free of charge of options (the “Options” ) giving the right to subscribe to the Shares. In particular, Options will be granted to the Beneficiaries to subscribe to an equal number of Shares, meaning as a consequence that one Share will be given for each Option exercised.

The Beneficiaries to whom the Options will be granted and the number of Options to be granted to each shall be determined by the Company’s Board of Directors, in accordance with the provisions of Article 6 below.

An essential requirement for the Beneficiaries to be offered the possibility to take part in the Plan by the Board of Directors is that they are executives of Lottomatica Group S.p.A. and/or its Italian subsidiaries, or Senior Vice Presidents, Vice Presidents, Key Directors or Managers of the foreign subsidiaries, including GTECH, at the time of being granted the Options.

Article 4

Membership of the Plan

The Company’s Board of Directors shall approve the granting of the Options to the Beneficiaries and shall provide them with written notice of this (such notice referred to hereinafter as the “Grant Letter” ) within the terms and by the means established in these Regulations.

Beneficiaries who wish to become participants in the Plan must complete an application by signing and delivering a copy of the above-mentioned Grant Letter, the application form attached to these Regulations, of which it forms an integral and substantial part (the “Application Form” ), and a copy of these Regulations themselves.

The delivery of the Grant Letter to the Beneficiaries who reside in Italy, as well as their signature of all the terms and conditions of the Plan, shall take place at the Company’s headquarters in Rome. The offer to the Beneficiaries who reside in Countries other than Italy, as well as their acceptance of the offer, shall take place pursuant to the laws and regulations applicable in those Countries.

The Application Form and its respective attachments, duly completed and signed by the Beneficiary, must be delivered to the Company’s Department of Resources and Shared Services by the deadline indicated in the Grant Letter and in the Application Form itself. Failure to respect the deadline will lead to the invalidity of the application (also pursuant to article 1326, paragraph 4, of the Italian civil code) and/or to the situation that it will be considered not to have been received.

Article 5

Nature and characteristics of the Options

The Options shall be granted free of charge. The Beneficiaries as a result will not be held liable to pay any amounts to the Company for this grant of Options. The exercise of the Options and the resulting subscription of the Shares shall, however, be subject to the payment of the price provided in Article 8. Each Option shall give the right to subscribe to one (1) Share under the conditions established by these Regulations.

The Options shall be granted to the Beneficiaries in a personal capacity and shall not be transferred by deed between living persons, since they are offered by the Company to the Beneficiary intuitu personae . In any case, the Options shall not be pledged or be the subject of any other deed of arrangement, either free of charge or for compensation, either by law or otherwise; in addition, they shall not be the subject of third party executory deeds or precautionary measures, otherwise the Beneficiary shall lose all the rights granted on the basis of this Plan.

In the event of the termination of the employment relationship or in the case of the death of the Beneficiary, the provisions of Articles 14 and 15, respectively, shall apply (unless otherwise provided for in the Grant Letter).

The Beneficiary recognizes and acknowledges that any increase in value of the Shares subscribed to by exercising the Options compared to the subscription price as per Article 8 and, more generally, every benefit granted under the Plan constitutes a payment of an extraordinary nature and is not in any manner to be considered as an integral part of the Beneficiary’s normal compensation, nor may it be considered as the presupposition for the recognition of similar or additional benefits, either within the parameters of the Plan or any other plans that may be approved by the Company or otherwise, nor shall it be considered appropriate to grant the right to the Beneficiary, at the termination date of the Plan, to take part in any additional incentive arrangements however they may be realized, or to receive compensation of any kind. Furthermore, this Plan as such does not bind the Company to keeping the Beneficiary in his position of employment.

Article 6

Criteria for the granting of the Options

The Board of Directors shall identify the Beneficiaries from amongst the executives of the Company and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries, assign the Options and establish the number of Options to be granted to each one of them, pursuant to the criteria indicated by the ordinary stockholders’ meeting held on July 2, 2009.

For the purpose of and to the effects of the Plan, the number of Options granted to each Beneficiary may differ from those granted to other Beneficiaries; as a result, therefore, the Beneficiary recognizes that the allocation of the Options by the Board of Directors to each Beneficiary cannot be challenged.

Article 7

Granting of the Options

The Board of Directors shall resolve the granting of the Options to the Beneficiaries at the same time as resolving the relating capital increase.

Article 8

Subscription price

The extraordinary stockholders’ meeting of the Company of October 18, 2006 resolved that in compliance with article 2441, paragraph 4, second sentence, of the Italian civil code, the Board of Directors shall determine the subscription price of the Shares in an amount that corresponds to their market price, taking into account the average stock exchange price of the Company’s shares over a significant period of time, and which in any case shall not be lower than the arithmetic average of the official price of the Company’s ordinary shares on the Milan Stock Exchange ( Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A.) in the month preceding the granting of the Options by the Board of Directors (by preceding month is meant the period from the date on which the Options are granted, excluding that day, to the same day of the preceding month, without changing the fact that for the purposes of determining the arithmetic average only those days on which the stock exchange is open and an official price of the Company’s share is actually quoted shall be taken into account during that period).

The Beneficiaries shall make full payment of the Price by the Share Subscription Date (as defined in Article 11).

Article 9

Objectives

The exercise of the Options shall be subject to the satisfaction of all the following conditions:

(i)	that the Total Consolidated EBITDA (as defined below) reaches the amount specified in the following Article 10;
(ii)	that the Consolidated EBITDA (as defined below) relating to financial year 2011, must be positive;
(iii)	that the Consolidated Net Financial Debt (as defined below) divided by Consolidated EBITDA (as defined below), both relating to financial year 2011, be no greater than 2.95X (two point nine five times).

If each of the above targets are not met, the Options shall not be exercisable and shall be considered as forfeited.

For the purposes of these Regulations:

· “Consolidated EBITDA” shall mean the pretax profit adding back:

· depreciation and amortization

· interest income, interest expense and any other financing charges

· gains or losses on the sale of fixed assets

· minority interest

· non-cash purchase price allocation adjustments,

to be calculated on the basis of the consolidated financial statements approved by the Board of Directors of the Company. “One-off” expenses are always included in Consolidated EBITDA with the sole exception of one-off expenses expressly approved by the Executive Committee of the Company;

· “Total Consolidated EBITDA” shall mean the sum of the Consolidated EBITDA realized for each of the years 2009, 2010 and 2011;

· “Consolidated Net Financial Debt” shall mean the long term financial debts, including the current portion of long term debts, and the short term financial debts, after having subtracted short term financial investments, cash and cash equivalents, other forms of cash, if any, such as restricted cash and cash held in escrow, as indicated in the “ nota illustrativa ” of the consolidated financial statements at 31 December 2011 approved by the Board of Directors of the Company. Quasi-equity borrowings (i.e. hybrid) are included in Consolidated Net Financial Debt.

Article 10

Conditions for the exercise of the Options and amount of the Options that may be exercised

Subject to the satisfaction of the conditions described in Article 9, points (ii) and (iii), each Beneficiary shall have the right to exercise, according to the terms set forth under the following Article 11, a number of Options - assuming that the 100% (one hundred per cent) of the target Total Consolidated EBITDA is equal to Euro 2,595 million -determined as follows:

Total Consolidated EBITDA target achieved (%)		Options exercisable on the whole amount of the Options granted to you (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%
102.00%		94.00%
103.00%		96.00%
104.00%		98.00%
105.00%		100.00%

(*) Note: for example, if the Total Consolidated EBITDA achieved is equal to 2,465.25 million euro (i.e. the 95% of the target), you shall have the right to exercise the 60% of the Options granted. If the Total Consolidated EBITDA achieved is equal to 2,478.23 million euro (i.e. the 95.5% of the target), you shall have the right to exercise the 60% of the Options granted.

The number of Options exercisable by each Beneficiary shall be rounded down to the nearest whole number in case the application of the above percentages does not result in a whole number.

The Company will notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the years 2009 and 2010 within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2009 and 2010 respectively. The Company will similarly notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the year 2011, the amount of Total Consolidated EBITDA, the amount of the Consolidated Net Financial Debt and the result of the division applied pursuant to the above Article 9, point (iii), within the 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2011.

Article 11

Exercise of the Options and delivery of the Shares

The exercise of the Options by the Beneficiary shall be irrevocable and shall be made by signing and dispatching the exercise form (the “Exercise Form” ) attached to the Regulations of which it constitutes an integral and substantial part, or a form substantially complying with the text of the Exercise Form.

The Options may be exercised by the Beneficiaries - in one or more installments of the Options exercisable - only and exclusively in the period between the 31 st calendar day following the approval by the Board of Directors of the Company of the consolidated financial statements for 2011 and the third anniversary of that date (the “Exercise Period” ). As a partial exception to this, the Exercise Period shall be suspended, in each financial year, from the date (inclusive) of any meeting of the Board of Directors called to resolve the calling of an (ordinary or extraordinary) general stockholders’ meeting of the Company up to the day (inclusive) on which the stockholders’ meeting takes place (including on dates in subsequent call to the first) and in any event up to the day (inclusive) preceding that on which it is established that the coupon relating to any dividend declared by the stockholders’ meeting shall be detached.

No installment of Options exercised by a Beneficiary shall be for an amount less than ten percent (10%) of the Options exercisable. Exercising a number of Options greater than those that may be exercised pursuant to Article 10 shall be ineffective, as to the number of Options exceeding those that may be exercised pursuant to Article 10, to all effects as regards the Company and shall not give rights to the subscription of the corresponding Shares.

The Exercise Form shall be delivered to the Company’s Department of Resources and Shared Services duly completed in each of its parts and signed; failing this, it will be considered not to have been received. The signature and delivery of the Exercise Form by the Beneficiaries who reside in Italy shall take place at the Company’s headquarters in Rome (or, in the case of Beneficiaries who reside in Countries other than Italy, pursuant to the laws and regulations applicable in those Countries). Those Options not exercised by the end of the Exercise Period shall be considered expired and fallen and the Beneficiary shall have no right to any indemnity or compensation of any type.

The exercise of the Options shall be effective on the day of the receipt of the Exercise Form by the Company (the “Share Subscription Date” ).

The Shares shall be delivered to the Beneficiary within 3 working days of the Share Subscription Date, on condition that the total Price has been paid by the Share Subscription Date and by the method established in the Exercise Form. The delivery of the Shares, in dematerialized form, shall be made by crediting the securities account indicated by the Beneficiary in the Exercise Form.

Article 12

Rights of the Shares

The Shares shall have ordinary rights and as a consequence shall have rights equal to those of the other outstanding ordinary shares of the Company at their date of issue.

Article 13

Costs and expenses

All costs relating to the issue and transfer of the Shares to the Beneficiaries shall be borne by the Company. Every cost for the account of the Beneficiary as per Article 11 shall, however, be borne exclusively by him or her. This does not have any effect on the provisions of Article 17.

Article 14

The Options in the event of the termination of the employment relationship

Except for the provision set forth below, the right of the Beneficiary to exercise the Options is functionally connected with and conditional upon the Beneficiary maintaining an employment relationship with the Company and/or one of its subsidiaries.

Without changing the provisions of Article 15 that follow regarding the death of the Beneficiary, and subject to any terms and conditions in the Grant Letter:

(a) in the event that the employment relationship is terminated by the company (other than as the result of just cause or justified grounds), by resignation of the Beneficiary for any reason, or for any other reason (other than by the company for just cause or on justified grounds), (i) the Beneficiary will definitively lose, contemporaneously with the receipt of termination or dismissal notice, the right to exercise the Options granted but not yet exercisable, while (ii) he or she may exercise only and exclusively the Options which may be exercisable pursuant to Articles 10 and 11, but which have not yet been exercised, for a term of six months from the date on which the consignee receives the dismissal notice or resignation letter;

(b) in the event that the employment relationship terminates as the result of dismissal for just cause or on justified grounds, the Beneficiary will definitively lose, contemporaneously with the receipt of the dismissal notice, the right to exercise any outstanding Options granted held by such Beneficiary, whether or not yet exercisable on the date of termination.

The Company’s Board of Directors may, in its discretional and unchallengeable judgment, allow the Beneficiary to exercise all or part of the Options granted in a more ample manner than that provided for herein, assigning an appropriate term, in any case not less than 30 days, or grant the ceased Options to other Beneficiaries.

The move by the Beneficiary from the Company to one of its subsidiaries or vice versa, or the move by the Beneficiary between two of the Company’s subsidiaries, provided that he/she remains an employee, shall not lead to the cancellation of the Options.

The Board of Directors, if possible and in its discretional judgment, may allow the Beneficiary to maintain the rights set forth in the Plan in the event that the employment relationship is terminated but, at the same time, the Beneficiary takes or maintains, until the vesting, the office as director of the Company and/or one of its subsidiaries.

purposes of this Plan and to protect the Beneficiaries, which actions may include, without limitations, the granting to the Beneficiary of the right to exercise all the Options granted to him or her within a term to be established by the Board of Directors and in any case not less than 30 days, independent as to whether at the time the Change in Control takes place the objectives as per Article 9 have been reached or not.

For purposes hereof “Change in Control” means the happening of any of the following:

(a) any “person” (as defined below) including a “group” (as defined below) but excluding the entities that control the Company (directly or indirectly), the Company itself, any of its affiliates, or any employee benefit plan of the Company or any of its affiliates, is or becomes the owner, directly or indirectly, of securities of the Company representing (i) 30% or more of the combined voting power of the Company’s then outstanding securities and (ii) a greater percentage of the combined voting power of the Company’s then outstanding securities than the controlling entities (directly or indirectly);

(b) the stockholders of the Company shall approve a definitive agreement (1) for the merger or other business combination of the Company with or into another corporation if (A) a majority of the directors of the surviving corporation were not directors of the Company immediately prior to the effective date of such merger or (B) the stockholders of the Company, as the case may be, together with the entities that control the Company (directly or indirectly), the Company and any of their respective affiliates, beneficially own, directly or indirectly, less than 50% of the combined voting power in the then outstanding securities in such surviving corporation; or (2) for the sale or other disposition of all or substantially all of the assets of the Company to an entity, person or group of entities or persons that are not at least 50% beneficially owned, directly or indirectly, by the Company, and/or its controlling entities (directly or indirectly) and/or any of their affiliates;

(c) the purchase of 30% or more of the ordinary shares of the Company pursuant to any tender or exchange offer made by any “person,” including a “group”, other than the entities that control the Company (directly or indirectly), the Company, any of its affiliates, or any employee benefit plan of the Company or any of its affiliates, unless the entities that control the Company (directly or indirectly) and their affiliates beneficially own a greater percentage of the combined voting power of the Company’s then outstanding securities than such “person” or “group”;

(d) the control relationship ceases between the Company and any of its subsidiaries (of which the Beneficiary should be an employee).

For purposes of the definition of “Change in Control”,

“person” means: an individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature;

“group” means: two or more persons acting as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer.

Article 15

The Options in the event of the death of the Beneficiary

In case of death of the Beneficiary, the following provisions shall apply:

· the Options exercisable (pursuant to Articles 10 and 11) at the date of the Beneficiary’s death, but which have not yet been exercised, may be exercised by his or her heirs or successors in a specific capacity within the irrevocable term of 6 months from the date of death or, if earlier, by the end of the Exercise Period, and in any case by prior delivery by the heirs or successors in a specific capacity of the appropriate documentation proving their legitimate position under law;

· those Options which are not exercisable at the date of the Beneficiary’s death shall fall and shall not be able to be exercised, without the heirs or successors in a specific capacity having right to any indemnity or compensation of any kind. The Board of Directors may grant the ceased Options to other Beneficiaries.

Article 16

Disposability of the Shares

The Shares issued in the Beneficiary’s favor on exercising the Options shall be freely disposable and as a result freely transferable by the Beneficiary.

Article 17

Tax regime for the Options and the Shares

Notwithstanding the provisions of Article 13, the income taxes of the Beneficiary (and the welfare and social security contributions - where applicable - to be borne by the employee by law) relating to the exercise of the Options and the delivery of the Shares shall be borne by the Beneficiary. Accordingly, if any withholding tax, welfare and/or social security contribution are due, the Beneficiaries shall be obliged to timely provide the funds necessary to allow the relevant company to make the payments due as withholding agent.

The Beneficiaries undertake to timely communicate to the employer company and to the Company, even after the termination of the employment relationship: (a) the exercise of the Options, the number of Shares subscribed, the exercise date and the price paid and (b) any possible change or amendment to the current account where the Shares are deposited.

Article 18

Additional incentive instruments

The approval of the Plan shall not in any way impose limitations on the Company or on the Board of Directors to adopt new incentive plans or similar plans, including those for subjects other than the Beneficiaries.

Article 19

Duration of the Plan

This Plan shall in all events terminate on 31 December 2015, even in the case that one or more Options have not yet been exercised by that date.

Article 20

Adaptation of the Regulations

In the event of increases in capital, either free of charge or for consideration (except for increases of capital for stock incentive plans), the distribution of reserves, the splitting or reverse split-up of shares, mergers, demergers, the exclusion of the Company’s shares from official listing on the Milan Stock Exchange (or other regulated market), changes in legislation or regulations or other events liable to have an influence on the Options, the Shares, the achievement of the objectives or, more generally, on the Plan, the Board of Directors of the Company shall make changes and/or additions to the Regulations that they believe are necessary and/or appropriate to keep the essential contents of the Plan as unchanged as possible, including in such the faculty to permit the Options to be exercised in advance.

Notwithstanding anything in these Regulations to the contrary, no amendment or modification of the Regulations shall have an adverse effect on the rights of the Beneficiary of an outstanding Option without the consent of the Beneficiary. Notwithstanding anything in these Regulations to the contrary, no amendment or modification of an outstanding Grant Letter or Option shall have an adverse effect on the rights of the Beneficiary of such outstanding Option without the consent of the Beneficiary.

Article 21

Confidentiality

Any information regarding the names of the Beneficiaries, the number of Options granted to each of them, the relations and agreements with the Company, any settlements relating to individual Beneficiaries or any other agreement to which each Beneficiary may be a party, shall be of a strictly confidential and reserved nature and as a result shall not be represented, exhibited, divulgated, delivered and/or transferred in any way whatsoever by the Beneficiary to other Beneficiaries or to third parties for the entire duration of the Plan, save for any obligations imposed by prevailing law and regulations on the matter, including therein any codes of self-regulation adopted by the Company.

Article 22

Applicable law

These Regulations are governed by Italian law.

Article 23

Disputes

The Company and the Beneficiaries will do everything possible to attempt to resolve any dispute that may arise in connection with the existence, validity, interpretation, execution and/or termination of these Regulations in a friendly manner.

Any dispute or controversy resulting from these Regulations or from the Plan shall be subject to the exclusive competence of the Forum of Rome.

* * *



Rome, July 30, 2009	(Lottomatica Group S.p.A.)


For review and acceptance


	Electronically Accepted

Exhibit 99.2

Regulations of the

“Lottomatica Group 2010 - 2016 Stock Option Plan reserved for

employees” of

Lottomatica Group S.p.A. and/or its subsidiaries

for the subscription of ordinary shares of Lottomatica Group S.p.A.

NOTICE

The laws and regulations regarding “soliciting for investment” are not applicable to this offer of Options for Lottomatica Group S.p.A. ordinary shares, as the offer falls within the domain of article 34-ter, paragraph 1, sub-paragraph m) of Regulation no. 11971 adopted through the Consob Resolution of 14 May 1999 as amended and integrated (referred to hereafter as the “ Issuer’s Regulation ”).

As a consequence, this document is not an information prospectus or an equivalent information document pursuant to the Issuer’s Regulation referred to above and is not subject to the prior authorization of Consob or, in any event, to any advance notification to that body.

Moreover, only for Beneficiaries who are US employees, the present offer of Options provides that such Beneficiaries should represent and agree that: (a) (i) the offer and exercise of Options as well as the subscription and sale of Shares have not been and will not be registered under the Securities Act of 1933, as amended (referred here below as the “Securities Act” ), and it is the intention of the Company that the offer and exercise/subscription of such securities be exempt from registration under the Securities Act and the rules and regulations promulgated thereunder; and (ii) the Options and Shares (and any part thereof or participation or interest therein) cannot be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of (including, without limitation, in connection with any hedging activities) unless they are registered under the Securities Act or an exemption from registration (including Regulation under the Securities Act) is available, and the Company has no obligation to so register any such Options and Shares; and (b) you will not directly or indirectly, sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including, without limitation, in connection with any hedging activities) any Options and Shares (or any part thereof or participation or interest therein) being received pursuant hereto except in accordance with this Grant Letter and applicable law and you will not effect any sale, transfer, assignment, exchange, pledge, encumbrance or disposition of any Options or Shares other than on the Milan Stock Exchange, run and organized by Borsa Italiana S.p.A. or in compliance with any applicable exemption available under the Securities Act.

Article 1

Introduction

On April 30, 2010, stockholders in the ordinary general meeting resolved, amongst other things, to approve the stock plan entitled “Lottomatica Group 2010-2016 Stock Option Plan reserved for employees” (the “Plan” ) and to grant every necessary or appropriate power to the Board of Directors, which is entitled to appoint attorneys, to execute the Plan with the ability in particular, merely by way of example, to (i) identify the beneficiaries from the executives of Lottomatica Group S.p.A. and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries, assign the stock options and establish the number of options to be granted to each one of them; (ii) determine the results and/or performance

indicators to which the exercise of the options is subject; (iii) establish each and every term and condition for the Plan to be put into effect; (iv) draw up and approve, as well as amend and supplement the operating regulations of the Plan, all of this to be in conformity with the information provided in the informational memorandum published pursuant to the regulations in force, and having heard the Compensation Committee, if such is the case.

In order to carry this out the Board of Directors, in its meeting of July 29, 2010, amongst other things (i) resolved an increase in capital stock for consideration, separable, for a maximum of euro 1,825,026, through the issue of a maximum of 1,825,026 new ordinary shares each of nominal value euro 1, with ordinary rights, with the exclusion of the option rights pursuant to article 2441, paragraph 4, second sentence, of the Italian civil code, at a unit price of euro 10.89, inclusive of both the nominal value and premium, (the “Capital Increase” ), to be used for the Plan; (ii) approved these Plan regulations (the “Regulations” ).

The clauses contained in these Regulations are inseparable amongst themselves.

Article 2

Purpose of the Plan

The purpose of the Plan can be illustrated and summarized as follows:

· to focus the attention of the beneficiaries on factors of strategic interest;

· to encourage the “loyalty” of the beneficiaries;

· to link the compensation of the beneficiaries to the “creation of value” for the Company’s stockholders;

· to increase the competitiveness of the Company and the group it heads, enabling predetermined objectives to be reached;

· to assist in ensuring that the total compensation package of the beneficiaries remains competitive on the market;

· to establish systems of variable compensation, particularly for managers having strategic responsibilities in accordance with the Code of Self-Regulation of listed companies promoted by Borsa Italiana S.p.A., in the revised edition in 2006 (hereinafter the “ Code ”).

In the present Regulations “group” means the controlling company and the companies directly or indirectly controlled pursuant to the provisions in force from time to time.

Article 3

Subject of the Plan

Subject to the Plan, a maximum aggregate number of 1,825,026 ordinary shares of the Company, deriving from the Capital Increase (or other future capital increases that the Board of Directors may resolve pursuant to the power granted to it by the extraordinary stockholders’ meeting held on October 18, 2006), each having nominal value euro 1 (the “Shares” ) shall be reserved for subscription by certain employees of the Company and/or its subsidiaries (the “Beneficiaries” ).

An essential requirement for the Beneficiaries to be offered the possibility to take part in the Plan by the Board of Directors is that they are executives of Lottomatica S.p.A. and/or its Italian subsidiaries, or Senior Vice Presidents, Vice Presidents, Key Directors or Managers of the foreign subsidiaries, including GTECH, at the time of being granted the Options.

Article 4

Membership of the Plan

The delivery of the Grant Letter to the Beneficiaries who reside in Italy, as well as their signature of all the terms and conditions of the Plan, shall take place at the Company’s headquarters or its secondary premises. The offer to the Beneficiaries who reside in countries other than Italy, as well as their acceptance, shall take place pursuant to the laws and regulations applicable in those countries.

The copy of the Grant Letter and its respective attachments, duly completed and signed by the Beneficiaries, must be delivered to the Company’s Department of Resources and Shared Services by the deadline indicated in the Application Form. Failure to respect the deadline will lead to the invalidity of the application (also pursuant to article 1326, paragraph 4, of the Italian civil code) and/or to the situation that it will be considered not to have been received.

Article 5

Nature and characteristics of the Options

Article 6

Criteria for the granting of the Options

Article 7

Granting of the Options

The Board of Directors shall resolve the granting of the Options to the Beneficiaries at the same time as resolving the relating capital increase.

Article 8

Subscription price

The extraordinary stockholders’ meeting of the Company of October 18, 2006 resolved that in compliance with article 2441, paragraph 4, second sentence, of the Italian civil code, the Board of Directors shall determine the subscription price of the Shares in an amount that corresponds to their market price, taking into account the average stock exchange price of the Company’s shares over a significant period of time, and which in any case shall not be lower than the arithmetic average of the official price of the Company’s ordinary shares on the Milan Stock Exchange ( Mercato Telematico Azionario ) organized and managed by Borsa Italiana S.p.A. in the month preceding the granting of the Options by the Board of Directors (by preceding month is meant the period from the date on which the Options are granted, excluding that day, to the same day of the preceding month, included, without changing the fact that for the purposes of determining the arithmetic average only those days on which the stock exchange is open and an official price of the Company’s share is actually quoted shall be taken into account during that period).

The Beneficiaries shall make full payment of the Price by the Share Subscription Date (as defined in Article 11).

Article 9

Objectives

The exercise of the Options shall be subject to the satisfaction of all the following conditions:

(i) that the Total Consolidated EBITDA (as defined below) reaches the amount specified in the following Article 10;

(ii) that the Consolidated Net Financial Debt (as defined below) divided by Consolidated EBITDA of the group, (as defined below), both relating to financial year 2012, be no greater than 2.53.

If each of the above targets are not met, even just one of them, the Options shall not be exercisable and shall be considered as forfeited.

For the purposes of these Regulations:

· “Consolidated EBITDA” of the group shall mean earnings before taxes of the Company on the closing date of a financial year, as set forth in the consolidated financial statements approved by the Board of Directors of the Company, to which amortization and depreciation must be added, including non-monetary adjustments resulting from allocation of losses on purchases, interest receivable and payable or any other financial expenses, gains and losses on the disposal of intangible and tangible fixed assets, minority interest in the result for those shareholders which do not control the Company. “One-off” expenses are always included in Consolidated EBITDA with the sole exception of one-off expenses expressly approved by the Board of Directors or the Executive Committee of the Company;

· “Total Consolidated EBITDA” shall mean the sum of the Consolidated EBITDA realized for each of the years 2010, 2011 and 2012;

· “Consolidated Net Financial Debt” shall mean the long term financial debts, including the current portion of long term debts, and the short term financial debts, after having subtracted short term financial investments, cash and cash equivalents, other forms of cash, if any, such as restricted cash and cash held in escrow, as indicated in the “ nota illustrativa ” of the consolidated financial statements at 31 December 2012 approved by the Board of Directors of the Company. Quasi-equity borrowings (i.e. hybrid) are included in Consolidated Net Financial Debt.

Article 10

Conditions for the exercise of the Options and amount of the Options that may be exercised

Subject to the satisfaction of the conditions described in Article 9, points (i) and (ii), each Beneficiary shall have the right to exercise, according to the terms set forth under the following Article 11, a number of Options - assuming that the 100% (one hundred per cent) of the target Total Consolidated EBITDA is equal to Euro 2,728 million -determined as follows:

Total Consolidated EBITDA target		Options exercisable on the whole amount
achieved (%)		of the Options granted to you (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%
102.00%		94.00%

		Options exercisable on the whole
Total Consolidated EBITDA target		amount of the Options granted to
achieved (%)		you (%)
103.00%		96.00%
104.00%		98.00%
105.00%		100.00%

Note: (i) for example, if the Total Consolidated EBITDA achieved is equal to 95% of the target, the Beneficiary will have the right to exercise 60% of the Options granted. If the Total Consolidated EBITDA achieved is equal to 95.5% of the target, the Beneficiary will always have the right to exercise 60% of the Options granted (ii) the number of Options exercisable by each Beneficiary shall be rounded down to the nearest whole number in case the application of the above percentages does not result in a whole number.

The Company will notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the years 2010 and 2011 within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2010 and 2011 respectively. The Company will similarly notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the year 2012, the amount of Total Consolidated EBITDA, the amount of the Consolidated Net Financial Debt and the result of the division applied pursuant to the above Article 9, point (ii), within the 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2012.

Article 11

Exercise of the Options and delivery of the Shares

The Options may be exercised by the Beneficiaries - in one or more installments of the Options exercisable, but in any case, each tranche for an amount not lower than the percentage indicated in the following paragraph - only and exclusively in the period between the 31 st calendar day following the approval by the Board of Directors of the Company of the consolidated financial statements for 2012 and the third anniversary of that date and at any rate not later than December 31, 2016 (the “Exercise Period” ). As a partial exception to this, the Exercise Period shall be suspended, in each financial year, from the date (inclusive) of any meeting of the Board of Directors called to resolve the calling of an (ordinary or extraordinary) general stockholders’ meeting of the Company up to the day (inclusive) on which the stockholders’ meeting takes place (including on dates in subsequent call to the first) and in any event up to the day (inclusive) preceding that on which it is established that the coupon relating to any dividend declared by the stockholders’ meeting shall be detached.

Pursuant to Art. 7.C.3 of the Code, regarding the remuneration of executives with strategic responsibilities - as amended on March 3, 2010 by Borsa Italiana S.p.A. — each Beneficiary in such capacity serving the Company or any of its subsidiaries will be required to retain for three years following the exercise of the Options a quota at least equal to 20% of the Shares resulting from the exercise of the Options, without the right to dispose of the same in whatsoever manner. Such retention provision shall not apply in any of the circumstances set under Arts. 14 and 15 hereof.

By “executives with strategic responsibilities” it has to be intended, pursuant to Consob Resolution No. 17221/2010, those persons having directly or indirectly the authority and the responsibility to plan, direct and control the activities of a company, including its (whether or not executive) directors.

The Exercise Form shall be delivered to the Company’s Department of Resources and Shared Services duly completed in each of its parts and signed; failing this, it will be considered not to have been received. The signature and delivery of the Exercise Form by the Beneficiaries who reside in Italy shall take place at the Company’s headquarters or its secondary premises (or, in the case of Beneficiaries who reside in countries other than Italy, pursuant to the laws and regulations applicable in those countries). Those Options not exercised by the end of the Exercise Period shall be considered expired and fallen and the Beneficiary shall have no right to any indemnity or compensation of any type.

The exercise of the Options shall be effective on the day of the receipt of the Exercise Form by the Company (the “Share Subscription Date” ).

The Shares shall be delivered to the Beneficiary within 3 working days (to be intended as the days during which the Mercato Telematico Azionario (MTA) organized and run by Borsa Italiana S.p.A. is opened, according to its trading calendar), of the Share Subscription Date, on condition that the total Price has been paid by the Share Subscription Date and by the method established in the Exercise Form. The delivery of the Shares, in dematerialized form, shall be made by crediting the securities account indicated by the Beneficiary in the Exercise Form.

Article 12

Rights of the Shares

The Shares shall have ordinary rights and as a consequence shall have rights equal to those of the other outstanding ordinary shares of the Company at their date of issue.

Article 13

Costs and expenses

All costs relating to the issue and transfer of the Shares to the Beneficiaries shall be borne by the Company. Every cost related to the securities account of the Beneficiary as per Article 11 shall, however, be borne exclusively by him or her. This does not have any effect on the provisions of Article 17.

Article 14

The Options in the event of the termination of the employment relationship

Without changing the provisions of Article 15 that follow regarding the death of the Beneficiary, and subject to any terms and conditions in the Grant Letter:

(a) in the event that the employment relationship is terminated by the Employer (other than as the result of just cause or justified grounds), or by resignation of the Beneficiary for any reason, or for any other reason (other than by the Employer for just cause or on justified grounds), the Beneficiary will definitively lose, contemporaneously with the termination of the employment , the right to exercise the Options granted but not yet exercisable, while he or she may exercise the Options which may be exercisable, but which have not yet been exercised, for a term of six months from such termination date;

(b) in the event that the employment relationship terminates as the result of dismissal for just cause or on justified grounds, the Beneficiary will definitively lose, contemporaneously, with the termination of the employment the right to exercise any outstanding Options granted held by such Beneficiary, whether or not yet exercisable on the date of termination.

The Board of Directors, if possible and in its discretional judgment, may allow the Beneficiary to maintain the rights set forth in the Plan, at the same conditions, in the event that the employment relationship is terminated but, at the same time, the Beneficiary takes or maintains, the office as director of the Company and/or one of its subsidiaries.

Subject to any terms and conditions in the Grant Letter, in the event of a “Change in Control” (as defined below) prior to the termination of the employment relationship for any cause whatsoever, the Board of Directors may take such actions as it deems appropriate and equitable to effectuate the purposes of this Plan and to protect the Beneficiaries, which actions may include, without limitations, the granting to the Beneficiary of the right to exercise all the Options granted to him or her within a term to be established by the Board of Directors and in any case not less than 30 days, independent as to whether at the time the Change in Control takes place the objectives as per Article 9 have been reached or not.

For purposes hereof “Change in Control” means the happening of any of the following:

(a) any “person” (as defined below) or a “group” (as defined above) but excluding the entities that control the Company, directly or indirectly, the Company itself, any of its affiliates, or any employee benefit plan of the Company or any of its affiliates, is or becomes the owner, directly or indirectly, of securities of the Company representing (i) 30% or more of the combined voting power of the Company’s then outstanding securities or (ii) a greater percentage of the combined voting power of the Company’s then outstanding securities than the controlling entities, directly or indirectly as of the day of grant ;

(b) implementation through execution of a definitive agreement of (1) the merger or other business combination of the Company with or into another corporation, other than De Agostini S.p.A. and its subsidiaries if (A) a majority of the directors of the surviving corporation were not directors of the Company immediately prior to the effective date of such merger or business combination; or (B) the entities that, directly or indirectly, controlled the Company come to ,beneficially own, directly or indirectly, less than 50% of the combined voting power in the then outstanding securities in such combination surviving company; or (2) for the sale or other disposition of all or substantially all of the assets of the Company to an entity, person or group of entities or persons that are not at least 50% beneficially owned, directly or indirectly, by the Company, and/or its controlling entities (directly or indirectly) and/or any of their affiliates;

(d) the control relationship ceases between the Company and any of its subsidiaries (of which the Beneficiary should be an employee).

For purposes of the definition of “Change in Control”, “person” means an individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature;

Article 15

The Options in the event of the death of the Beneficiary

In case of death of the Beneficiary, the following provisions shall apply:

· those Options which are not exercisable at the date of the Beneficiary’s death shall cancel and shall not be able to be exercised, without the heirs or successors in a specific capacity having right to any indemnity or compensation of any kind. The Board of Directors may grant the ceased Options to other Beneficiaries.

Article 16

Disposability of the Shares

The Shares issued in the Beneficiary’s favor on exercising the Options shall be freely disposable and as a result freely transferable by the Beneficiary, exception made for those Beneficiaries in the capacity as executives of the Company or of any of its subsidiaries with strategic responsibilities, to the extent set under Art. 11 above.

Article 17

Tax regime for the Options and the Shares

Notwithstanding the provisions of Article 13, the income taxes of the Beneficiary (and the welfare and social security contributions - where applicable - to be borne by the employee by law) relating to the exercise of the Options and the delivery of the Shares and the possible subsequent sale of the Shares, shall be borne by the Beneficiary. Accordingly, if any withholding tax, welfare and/or social security contribution are due, the Beneficiaries shall be obliged to timely provide the funds necessary to allow the relevant company to make the payments due as withholding agent.

The Beneficiaries undertake to timely communicate to the employer company and to the Company, even after the termination of the employment relationship: (a) the exercise of the Options, the number of Shares subscribed, the exercise date and the price paid and (b) every subsequent transfer of the Shares, specifying the number of Shares sold, the date of transfer and the price per share and (c) any possible change or amendment to the current account where the Shares are deposited.

Article 18

Additional incentive instruments

Article 19

Duration of the Plan

This Plan shall in all events terminate on 31 December 2016, even in the case that one or more Options have not yet been exercised by that date. The non disposal provision set under Art. 11 above for the executives with strategic responsibilities of the Company or of any of its subsidiaries shall anyway survive so long as provided thereunder.

Article 20

Adaptation of the Regulations

In the event of increases in capital, either free of charge or for consideration (except for increases of capital for stock incentive plans), the significant distribution of reserves, the splitting or reverse split-up of shares, mergers, demergers, the exclusion of the Company’s shares from official listing on the Milan Stock Exchange (or other regulated market), changes in legislation or regulations or other events liable to have an influence on the Options, the Shares, the achievement of the objectives or, more generally, on the Plan, the Board of Directors of the Company shall make changes and/or additions to the Regulations that they believe are necessary and/or appropriate to keep the essential contents of the Plan as unchanged as possible, including the faculties to permit the Options to be exercised in advance and/or the Shares resulting therefrom to be disposed of, notwithstanding the restriction imposed on Beneficiaries in the capacity as executives with strategic responsibilities of the Company or of any of its subsidiaries, pursuant to Art. 11 hereof.

Article 21

Confidentiality

Article 22

Applicable law

These Regulations are governed by Italian law.

Article 23

Disputes

Any dispute or controversy resulting from these Regulations or from the Plan shall be subject to the exclusive competence of the Forum of Rome.

* * *


Rome, July 29, 2010
	(Lottomatica Group S.p.A.)
	For the Board of Directors

	Electronically Accepted
	The Beneficiary

Exhibit 99.3

Regulations of the

“Lottomatica Group 2011-2017 Stock Option Plan reserved for

employees” of

Lottomatica Group S.p.A. and/or its subsidiaries

NOTICE

The laws and regulations regarding “soliciting for investment in securities” are not applicable to this offer of Options, as the offer falls within the domain of article 34- ter , paragraph 1, sub-paragraph m) of Regulation no. 11971 adopted through the Consob Resolution of 14 May 1999, as amended and supplemented (referred to hereafter as the “ Issuers’ Regulation ”).

As a consequence, this document is not an information prospectus or an equivalent information document pursuant to the Issuers’ Regulation and is not subject to the prior authorization of, or to any advance notification to, Consob.

Moreover, beneficiaries who are US employees should represent and agree that: (a) (i) the offer and exercise of Options as well as the subscription and sale of Shares have not been and will not be registered under the Securities Act of 1933, as amended (referred here below as the “Securities Act” ), and it is the intention of the Company that the offer and exercise/subscription of such securities be exempt from registration under the Securities Act and the rules and regulations promulgated there under; and (ii) the Options and Shares (and any part thereof or participation or interest therein) cannot be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of (including, without limitation, in connection with any hedging activities) unless they are registered under the Securities Act or an exemption from registration (including pursuant to any regulations under the Securities Act) is available, and the Company has no obligation to so register any such Options and Shares; and (b) you will not directly or indirectly sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including, without limitation, in connection with any hedging activities) any Options and Shares (or of any part thereof or participation or interest therein), except where in accordance herewith and with applicable law, and in any case on the Milan Stock Exchange run and organized by Borsa Italiana S.p.A. or in compliance with any applicable exemption available under the Securities Act.

Article 1

Introduction

The stockholders of Lottomatica Group S.p.A. (the “Company” ) resolved in an extraordinary general meeting held on April 28, 2011, amongst other things, to grant the Board of Directors, pursuant to article 2443 of the Italian civil code, for a period of five years from the date of the resolution, the ability to increase the stock capital against payment, on one or more occasions, for a maximum nominal amount of Euro 17,201,537.00, with the exclusion of pre-emption rights pursuant to article 2441, paragraph 4, second sentence, of the Italian civil code, to serve one or more stock based compensation plans reserved for the directors and/or employees of the Company and/or of its subsidiaries, including GTECH Corporation ( “GTECH” ), up to 33% per year, with the faculty to carry forward any unused portion in any given year to future years for use in combination with the portions relating to those years. The stockholders’ meeting additionally established that the Shares deriving from the delegated increases shall be released at a unit Price, inclusive of both the nominal value and premium, determined by the Board of Directors in compliance with the criteria indicated in Article 8 hereof.

On April 28, 2011, stockholders in the ordinary general meeting further resolved, amongst other things, to approve the Plan and to grant every necessary or appropriate power to the Board of Directors to, merely by way of example, (i) identify the beneficiaries from amongst the executives of Lottomatica Group S.p.A. and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents,

Vice Presidents, Key Directors and Managers of the foreign subsidiaries, assign to each one of them such number of Options as deemed appropriate; (ii) determine the results and/or performance indicators to which the exercise of the Options would be subject; (iii) establish each and every further term and condition for the Plan to be put into effect; (iv) drawing-up and approve these Regulations to the extent deemed necessary or appropriate; all of the above to be in conformity with the information provided in the informational memorandum published to the benefit of the Company’s stockholders in advance of the above said meeting and, if necessary, having consulted with the Compensation Committee.

To serve the Plan the Board of Directors, in its meeting of July 28, 2011, amongst other things (i) resolved an increase in capital stock for consideration, divisible, by a maximum of Euro 1,724,816, through the issue of a maximum of no. 1,724,816 new Shares with no pre-emption rights pursuant to article 2441, paragraph 4, second sentence of the Italian civil code, at a unit Price of Euro 12.87 inclusive of both the nominal value and premium (the “Capital Increase” ); and (ii) approved these Regulations.

The clauses contained herein are inseparable amongst themselves.

Article 2

Purposes of the Plan

The purposes of the Plan can be identified and summarized as follows:

· to focus the attention of the Beneficiaries (as defined below) on factors of strategic interest;

· to encourage the loyalty of the Beneficiaries;

· to link the compensation of the Beneficiaries to the creation of value for the Company’s stockholders;

· to increase the competitiveness of the Company and of the group it heads, enabling predetermined objectives to be reached;

· to ensure that the total compensation package of the Beneficiaries remains competitive on the market;

· to establish systems of variable compensation, particularly for managers having strategic responsibilities in accordance with the self-regulatory code of listed companies promoted by Borsa Italiana S.p.A. (hereinafter the “ Code ”).

In the present Regulations “group” shall mean the controlling company and the companies directly or indirectly controlled pursuant to the provisions in force from time to time.

Article 3

Subject of the Plan

The Plan involves a maximum aggregate number of 1,724,816 new Shares deriving from the Capital Increase, that shall be reserved for subscription by certain employees of the Company and/or of its subsidiaries (the “Beneficiaries” ).

The Plan provides for the granting for free to the Beneficiaries of Options to subscribe to an equal number of Shares, meaning that one Share will be given for each Option exercised.

The Beneficiaries and the maximum number of Options individually granted (the “ Granted Options ”) have been determined by the Company’s Board of Directors, in accordance with the provisions of Article 6 below.

Qualification of each Beneficiary as executive of the Company or of any of its Italian subsidiaries, or as Senior Vice President, Vice President, Key Director or Manager of any of its foreign subsidiaries at the time of the above Board resolution as well as when becoming a member of the Plan pursuant to Article 4 hereof is conditional upon such membership.

Article 4

Membership of the Plan

In accordance with the terms and conditions hereof the Company’s Board of Directors has approved during the above said meeting the granting of the Options to the Beneficiaries, who have been informed through the Grant Letter of the number of Options respectively allocated.

Beneficiaries who wish to become members of the Plan must fill in, initial on each single page, sign and return to the Company a copy of the Grant Letter, of the Application Form and of these Regulations jointly with the Exercise Form duly initialed on each page, within the deadline indicated in the Grant Letter.

The delivery by hand of the Grant Letter and the above said attachments to the Beneficiaries who reside in Italy, as well as their returning such documents to the Company’s Department of Resources and Shared Services always by hand, shall take place at the Company’s headquarters or at any of its secondary premises.

The delivery of the Grant Letter and the above said attachments to the Beneficiaries who reside in countries other than Italy, as well as their returning such documents to the respective Corporate Human Resources Department, shall take place in compliance with the laws and regulations applicable in those countries.

Failure to comply with the provisions under this Article 4 will cause the application to be invalid (also pursuant to Article 1326, paragraph 4 of the Italian Civil Code) and/or not receivable by the Company.

Article 5

Nature and characteristics of the Options

The Options are granted free of charge: the Beneficiaries as a result will not be held liable to pay any amounts to the Company. The exercise of the Options and the subscription of the Shares shall, however, be subject to the payment of the Price under Article 8 hereof. Each Option shall give the right to subscribe to one Share under the terms and conditions hereof.

In the event of employment termination or death of the Beneficiary, Articles 14 and 15 shall respectively apply, unless otherwise provided for pursuant to the Grant Letter.

The Beneficiary recognizes and acknowledges that any increase in value of the Shares subscribed to by exercising the Options compared to the subscription Price as per Article 8 and, more generally, every benefit granted under the Plan is extraordinary and, as such, is not in any manner to be considered as an integral part of the Beneficiary’s normal compensation, nor may it be considered as the title to or ground for similar or additional benefits, whether within the Plan or any other plan that may be approved by the Company or otherwise, not even at the termination date of the Plan. Furthermore, the Plan as such does not bind the Company to keep the Beneficiary in its current employment.

Article 6

Criteria for granting the Options

The Board of Directors of the Company has identified the Beneficiaries from amongst the executives of the Company and/or of its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of its foreign subsidiaries, and established the number of Granted Options pursuant to the criteria indicated by the stockholders’ ordinary meeting on April 28, 2011.

For the purpose and to the effects of the Plan, the number of Granted Options may vary among the Beneficiaries; as a result, each Beneficiary hereby recognizes and accepts that the allocation of the Options among the Beneficiaries cannot be argued.

Article 7

Granting of the Options

The Board of Directors of the Company has granted the Options to the Beneficiaries upon resolving the relevant Capital Increase.

Article 8

Subscription Price

The extraordinary stockholders’ meeting of the Company of April 28, 2011 resolved that in compliance with article 2441, paragraph 4, second sentence, of the Italian civil code, the Board of Directors would determine the subscription price of the Shares in an amount that corresponds to their market price, taking into account the average stock exchange price of the Shares over a significant period of time, in any case not to be lower than the arithmetic average of the official price of the Shares on the Milan Stock Exchange ( Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. in the month preceding the granting of the Options by the Board of Directors (by “preceding month” it is meant the period from the date on which the Options are granted, excluding that day, to the same day of the preceding month, included, and for purposes of determining the arithmetic average it will only be taken into account those days on which the stock exchange is open and an official price of the Shares is available).

In accordance with the criteria described above, the Board of Directors resolved that under the conditions described in these Regulations, each of the Options shall enable the Beneficiary to subscribe one Share at a unit issue price, inclusive of both the nominal value and premium, of Euro 12.87 (the “Price” ), as deemed fair by Reconta Ernst and Young S.p.A., in their capacity as auditors of the Company, pursuant to Article 2441, paragraph 4, second sentence of the Italian civil code).

The Beneficiaries shall make full payment of the Price by the Share Subscription Date (as defined under Article 11 hereof).

Article 9

Targets

The exercise of the Options shall be subject to the satisfaction of both the following conditions:

(i) that the Total Consolidated EBITDA (as defined below) reaches at least 90% of the targeted Total Consolidated EBITDA specified in the following Article 10;

(ii) that the Consolidated Net Financial Debt divided by the Consolidated EBITDA (both as defined below and relating to the financial year 2013), be no greater than 2.57.

If one or both of the above targets are not met, the Options shall not be exercisable and shall be forfeited.

For the purposes of these Regulations:

· “Consolidated EBITDA” shall mean earnings before taxes of the group headed by the Company on the closing date of a financial year, as set forth in the consolidated financial statements approved by the Board of Directors of the Company, to which amortization and depreciation must be added, including non-monetary adjustments resulting from allocation of losses on purchases, interest receivable and payable or any other financial expenses, gains and losses on the disposal of intangible and tangible fixed assets, minority interest in the result for those shareholders which do not control the Company. “One-off” expenses are always included in Consolidated EBITDA with the sole exception of one-off expenses expressly approved by the Board of Directors or the Executive Committee of the Company;

· “Total Consolidated EBITDA” shall mean the aggregate of the Consolidated EBITDA for 2011, 2012 and 2013 financial years;

· “Consolidated Net Financial Debt” shall mean the long term financial debts, including the current portion of long term debts, and the short term financial debts, after deducting short term financial investments, cash and cash equivalents, other forms of cash, if any, such as restricted cash and cash held in escrow, as indicated in the “ nota illustrativa ” of the consolidated financial statements at 31 December 2013 approved by the Board of Directors of the Company. Quasi-equity borrowings (i.e. hybrid) are included in Consolidated Net Financial Debt.

Article 10

Amount of Options that may be exercised

Subject to the satisfaction of the conditions under Article 9 hereof, points (i) and (ii), each Beneficiary shall have the right to exercise, according to the terms set forth under the following Article 11, such number of Granted Options - assuming a targeted Total Consolidated EBITDA equal to Euro 2,767 million — to be determined as follows and as communicated by the Company pre the below notification (the “ Exercisable Options ”):

% of targeted Total Consolidated		Exercisable Options on the
EBITDA achieved		amount of Granted Options (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%
102.00%		94.00%
103.00%		96.00%
104.00%		98.00%
105.00%		100.00%

Note: (i) for example, if the Total Consolidated EBITDA achieved is equal to 95% of the targeted one, the Beneficiary will have the right to exercise 60% of the Options granted. If the Total Consolidated EBITDA achieved is equal to 95.5% of the targeted one, the Beneficiary will always have the right to exercise 60% of the Granted Options; (ii) if not a whole number, the number of Exercisable Options by each Beneficiary shall be rounded down to the nearest whole number.

The Company will notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the years 2011 and 2012 within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2011 and 2012, respectively. The Company will similarly notify the Beneficiaries of the amount of (i) Consolidated EBITDA achieved for the year 2013, (ii) Total Consolidated EBITDA, and (iii) Consolidated Net Financial Debt, as well as (iv) the result of the division pursuant to the above Article 9, point (ii), within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2013.

Article 11

Exercise of the Options and delivery of the Shares

The exercise of the Options by the Beneficiary shall be irrevocable and shall be made by signing and dispatching the Exercise Form attached to the Regulations, of which it constitutes an integral and substantial part.

The Options may be exercised by the Beneficiaries - in one or more tranches, but in any case each tranche for an amount not lower than that indicated in the following paragraph - only and exclusively in the period between the 31 st calendar day following the approval by the Board of Directors of the Company of the consolidated financial statements for 2013 and the third anniversary of that date, and in any case not later than December 31, 2017 (the “Exercise Period” ). As a partial exception to this, the Exercise Period shall be suspended, in each financial year, from the date of any meeting of the Board of Directors that resolves the calling of a general stockholders’ meeting of the Company up to the day (included) on which the stockholders’ meeting takes place (including on dates in subsequent call to the first), and in any event up to the day (included) preceding the dividend detachment date.

No tranche shall be exercised by a Beneficiary for a lower amount than ten percent (10%) of the Exercisable Options. The exercise of a number of Options greater than the amount of Exercisable Options shall be ineffective as to the number of exceeding Options vis-à-vis the Company, and shall not give title to the subscription of the corresponding Shares.

Pursuant to Art. 7.C.3 of the Code, each Beneficiary serving the Company or any of its subsidiaries in its capacity as an Executive with Strategic Responsibilities will be required to retain for three years following the exercise of the Options a quota at least equal to 20% of the Shares resulting therefrom, without the right to dispose of the same in whatsoever manner. Such retention provision shall not apply in any of the circumstances set under Articles 14 and 15 hereof.

By “ Executives with Strategic Responsibilities ” it has to be intended, pursuant to Consob Resolution No. 17221/2010, those persons having directly or indirectly the authority and the responsibility to plan, direct and control the activities of the Company, including its (whether or not executive) Board members.

The Exercise Form shall be delivered duly completed in each of its parts and signed, failing which it will be considered not to have been received:

· as to the Beneficiaries who reside in Italy, by hand at the Company’s headquarters or its secondary premises, addressed to the Resources and Shared Services department of the Company;

· as to the Beneficiaries who reside in countries other than Italy, pursuant to the laws and regulations applicable in those countries, addressed to the Corporate Human Resources Department.

Those Options not exercised by the end of the Exercise Period shall be considered expired and the Beneficiary shall have no right to any indemnity or compensation of any type.

The exercise of the Options shall be effective on the day of the receipt of the Exercise Form by the Company (the “Share Subscription Date” ).

The Shares shall be delivered to the Beneficiary within three working days of the Share Subscription Date (to be intended as the days during which the Mercato Telematico Azionario (MTA) organized and run by Borsa Italiana S.p.A. is opened, according to its trading calendar), on condition that the relevant Price has been entirely paid by the Share Subscription Date per the instructions set in the Exercise Form. The delivery of the Shares, in dematerialized form, shall be made by crediting the securities account indicated by the Beneficiary in the Exercise Form.

Article 12

Rights of the Shares

The Shares shall have ordinary rights and as a consequence shall have rights equal to those of the other outstanding Shares of the Company at their date of issue.

Article 13

Costs and expenses

All costs relating to the issue and transfer of the Shares to the Beneficiaries shall be borne by the Company. Every cost related to the securities account of the Beneficiary referred to under Article 11 above shall, however, be borne exclusively by them. This does not have any effect on the provisions of Article 17 hereof.

Article 14

Termination of the employment

In principle, the right of the Beneficiary to exercise the Options is subject to its ongoing employment with its Employer.

Subject to Article 15 hereof and unless otherwise provided pursuant to the Grant Letter:

(a) in the event that the employment is terminated by the Employer (other than as the result of just cause or on justified grounds), or by resignation of the Beneficiary for any reason, or for any other reason (other than by the Employer for just cause or on justified grounds), the Beneficiary will definitively lose, simultaneously with the termination of the employment, the right to exercise those Granted Options not yet Exercisable, while he or she may exercise the Exercisable Options which have not yet been exercised for six months from such termination date;

(b) in the event that the employment is terminated by the Employer as the result of just cause or on justified grounds, the Beneficiary will definitively lose, simultaneously with the termination of the employment, the right to exercise any outstanding Granted Options, whether or not yet Exercisable on the date of termination.

The Company’s Board of Directors may, in its discretional and unchallengeable judgment, allow the Beneficiary to exercise all or part of the Granted Options in a more ample manner than that provided for herein, and assign an appropriate term, in any case not lower than thirty days, or grant to other Beneficiaries the Options that become available after termination of the employment with one or more Beneficiaries.

The Options will not be cancelled should the Beneficiary move from the Company to one of its subsidiaries or vice versa, or from one subsidiary to another, provided that he/she remains an employee of an Employer.

The Board of Directors, if possible and in its discretional judgment, may allow the Beneficiary to maintain the rights set forth under the Plan, at the same conditions, in the event that the employment is terminated but, at the same time, the Beneficiary takes or maintains the office as director of the Company and/or one of its subsidiaries.

Subject to any terms and conditions referred to under the Grant Letter, in the event of a Change in Control (as defined below) prior to the termination of the employment for any cause whatsoever, the Board of Directors may take such actions as it deems appropriate and fair to safeguard the purposes of the Plan and to protect the Beneficiaries, including without limitations the entitlement of each Beneficiary to exercise all the Granted Options within a term to be established by the Board of Directors and in any case not lower than thirty days, irrespective of whether at the time the Change in Control takes place the targets under Article 9 have been reached or not.

For purposes hereof “Change in Control” means the happening of any of the following:

(a) one or more “persons” jointly among them (as defined below), excluding those that control the Company, the Company itself, any of its subsidiaries and affiliates, as well as any pension fund of the Company or of any of its subsidiaries and affiliates, become the owners, directly or indirectly, of securities of the Company representing 30% or more of the combined voting rights of the Company’s then outstanding stock capital exercisable in shareholders’ ordinary meetings called for the appointment of the managing body of the Company;

(b) execution of a final and binding agreement of (i) merger or business combination of the Company into or with another person, other than De Agostini S.p.A. and its parent companies and subsidiaries, if (A) a majority of the directors of the surviving person were not directors of the Company immediately prior to the effective date of such merger or business combination, or (B) the persons that jointly controlled the Company prior to the effective date of such merger or business combination, thereafter come to beneficially own, directly or indirectly, less than 50% of the combined voting rights of the then outstanding stock capital of the surviving person for the appointment of the relevant managing body; or (ii) sale or other even temporary disposition of all or substantially all of the assets of the Company to one or more persons jointly among them, if the voting rights to appoint the managing bod(ies) of such person(s) are not at least 50% beneficially owned, directly or indirectly, by the Company and/or any of its controlling persons and/or respective subsidiaries or affiliates;

Article 15

Death of the Beneficiary

In case of death of the Beneficiary, the following provisions shall apply:

· the Exercisable Options at the date of the Beneficiary’s death, but which have not yet been exercised, may be exercised by his or her heirs or successors within the irrevocable term of six months from the date of death or, if earlier, by the end of the Exercise Period, subject to delivery by the heirs or successors of the appropriate evidence of their entitlement;

· those not yet Exercisable Options at the date of the Beneficiary’s death shall be forfeited and no longer entitled to become Exercisable, with no entitlement of the heirs or successors to any indemnity or compensation whatsoever. The Board of Directors may grant the forfeited Options to other Beneficiaries.

Article 16

Disposability of the Shares

The Shares issued to the Beneficiary on exercising the Options shall be freely disposable and transferable by the Beneficiary, exception made for those Beneficiaries in the capacity as Executives with Strategic Responsibilities, to the extent set under Article 11 above.

Article 17

Tax regime for the Options and Shares

Notwithstanding Article 13 hereof, the income taxes of the Beneficiary (and the welfare and social security contributions - where applicable - to be borne by the employee by law) relating to the exercise of the Options and the delivery and the possible subsequent sale of the Shares, shall be borne by the Beneficiary. Accordingly, if any withholding tax, welfare and/or social security contribution are due, the Beneficiary shall be obliged to provide the funds necessary to allow the Employer to make the payments due by it as withholding agent.

The Beneficiaries undertake to timely notify the Employer and the Company, if different, even after the termination of the employment, of: (a) the exercise of the Options, the number of Shares subscribed, the exercise date and the aggregate price paid, and (b) every subsequent transfer of the Shares, including the number of Shares sold, the date of transfer and the price per Share, and (c) any possible change or amendment to the account where the Shares are deposited.

Article 18

Additional incentive instruments

The Plan shall not in any way limit the faculty of the Company to adopt new incentive plans or similar ones, including those reserved for subjects other than the Beneficiaries.

Article 19

Duration of the Plan

The Plan shall in any event terminate no later than 31 December 2017, even in the case that one or more Options have not yet been exercised by that date. The non disposal provision set under Article 11 above for the Executives with Strategic Responsibilities shall anyway survive so long as provided there under.

Article 20

Review of the Regulations

In the event of Company’s capital increases, either free of charge or for consideration (except where serving stock incentive plans), splits or reverse splits, significant reserve distributions, mergers, demergers, exclusion of the Shares from official listing on the Milan Stock Exchange (or other regulated market), changes in legislation or regulations or any other events likely to prejudice the Options, the Shares, the achievement of the Plan’s targets or, more generally, the Plan itself, the Board of Directors of the Company shall amend and/or supplement the Regulations as deemed necessary and/or appropriate to keep the essential contents of the Plan as unaltered as possible, including the permission to exercise the Options and/or dispose of the Shares resulting therefrom notwithstanding the restriction imposed on certain Beneficiaries in their capacity as Executives with Strategic Responsibilities, pursuant to Article 11 hereof.

Notwithstanding anything herein to the contrary, no amendment to the Regulations or, as the case may be, the Grant Letter or any of its attachments shall have an adverse effect on the rights of the Beneficiary in relation with his/her outstanding Options without the consent of the same Beneficiary.

Article 21

Confidentiality

Any information regarding the names of the Beneficiaries, the number of Granted Options reserved to each of them, the agreements with the Company, as well as the covenants applicable to single Beneficiaries or any other agreements to which each Beneficiary may be a party, shall be kept strictly confidential and as a result shall not be communicated, revealed, disseminated, delivered and/or transferred in any way whatsoever to other Beneficiaries or to third parties for the entire duration of the Plan, to the extent permitted by the law and by any self-regulatory codes adopted by the Company.

Article 22

Applicable law

These Regulations shall be governed by the Italian law.

Article 23

Disputes

Any such dispute or controversy shall anyway be subject to the exclusive competence of the Courts of Rome.

* * *

Rome, July 28, 2011
	For the Board of Directors
	(The Chairman)

Exhibit 99.4

Regulations of the

“Lottomatica Group 2012-2018 Stock Option Plan reserved for

employees” of

Lottomatica Group S.p.A. and/or its subsidiaries

NOTICE

The laws and regulations regarding “soliciting for investment in securities” are not applicable to this offer of Options, as the offer falls within the domain of Article 34- ter , paragraph 1, sub-paragraph “m” of Regulation no. 11971 adopted through the Consob Resolution of May 14, 1999, as amended and supplemented (referred to hereafter as the “ Issuers’ Regulation ”).

Moreover, Beneficiaries (as defined below) who are US employees should represent and agree that: (a) the offer and exercise of Options as well as the subscription and sale of Shares have not been and will not be registered under the Securities Act of 1933, as amended (referred here below as the “Securities Act” ), and it is the intention of the Company that the offer and exercise/subscription of such securities be exempt from registration under the Securities Act and the rules and regulations promulgated thereunder; and (b) the Options and Shares (and any part thereof or participation or interest therein) cannot be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of (including, without limitation, in connection with any hedging activities) unless they are registered under the Securities Act or an exemption from registration (including pursuant to any regulations under the Securities Act) is available, and the Company has no obligation to so register any such Options and Shares; and (c) you will not directly or indirectly sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including, without limitation, in connection with any hedging activities) any Options and Shares (or of any part thereof or participation or interest therein), except where in accordance herewith and with applicable law, and in any case on the Milan Stock Exchange run and organized by Borsa Italiana S.p.A. or in compliance with any applicable exemption available under the Securities Act.

Article 1

Introduction

The Shareholders of Lottomatica Group S.p.A. (the “Company” ) resolved in an extraordinary Shareholders’ Meeting held on April 28, 2011, amongst other things, to grant the Board of Directors, pursuant to Article 2443 of the Italian civil code, for a period of five years from the date of the resolution, the ability to increase the stock capital against payment, on one or more occasions, for a maximum nominal amount of Euro 17,201,537.00, with the exclusion of pre-emption rights pursuant to Article 2441, paragraph 4, second sentence, of the Italian civil code, to serve one or more stock based compensation plans reserved for the directors and/or employees of the Company and/or of its subsidiaries, including GTECH Corporation ( “GTECH” ), up to 33% per year, with the faculty to carry forward any unused portion in any given year to future years for use in combination with the portions relating to those years. The Shareholders’ Meeting additionally established that the Shares deriving from the delegated increases shall be released at a unit Price, inclusive of both the nominal value and premium, determined by the Board of Directors in compliance with the criteria indicated in Article 8 hereof.

On May 9, 2012, the Shareholders’ Meeting further resolved, amongst other things, to approve the Plan and to grant every necessary or appropriate power to the Board of Directors to, merely by way of example, (i) identify the beneficiaries from amongst the executives of the Company and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries, and assign to each one of them such number of Options as deemed appropriate; (ii) determine the results and/or performance indicators to which the exercise of the Options would be subject; (iii) establish each and every further term and condition for the Plan to be put into effect; (iv) drawing-up and approve, as well as amend these Regulations to the extent deemed necessary or appropriate; all of the above to be in conformity with the information provided in the informational memorandum published to the benefit of the Company’s Shareholders in advance of the above said meeting and, if necessary, having consulted with the Compensation Committee.

To serve the Plan, the Board of Directors, in its meeting of July 26, 2012, amongst other things (i) resolved a share capital increase for consideration, divisible, by a maximum of Euro 1,768,483.00, through the issue of a maximum of no. 1,768,483 new Shares with no pre-emption rights pursuant to Article 2441, paragraph 4, second sentence of the Italian civil code, at a unit price of Euro 15.25 inclusive of both the nominal value and premium (the “Capital Increase” ); and (ii) approved these Regulations.

The clauses contained herein are inseparable amongst themselves.

Article 2

Purposes of the Plan

The purposes of the Plan can be identified and summarized as follows:

· to focus the attention of the Beneficiaries (as defined below) on factors of strategic interest for the Company;

· to encourage the loyalty of the Beneficiaries and providing a mechanism for incentivizing their stay within the group headed by the Company;

· to link the compensation of the Beneficiaries to the creation of value for the Company’s stockholders;

· to increase the competitiveness of the Company and of the group it heads, enabling pre-determined objectives to be reached;

· to ensure that the total compensation package of the Beneficiaries remains competitive on the market;

· to establish systems of variable compensation, particularly for Executives with Strategic Responsibilities in accordance with the self-regulatory code of listed companies promoted by Borsa Italiana S.p.A. (hereinafter the “ Code ”).

Under these Regulations “ group ” shall mean the controlling company and the companies directly or indirectly controlled pursuant to the provisions in force from time to time.

Article 3

Subject of the Plan

The Plan involves a maximum aggregate number of 1,768,483 new Shares derived from the Capital Increase that shall be reserved for subscription by certain employees of the Company and/or of its subsidiaries (the “Beneficiaries” ).

The Plan provides for the granting for free to Beneficiaries of Options to subscribe an equal number of Shares, meaning that one Share will be given for each Option exercised.

The Beneficiaries and the maximum number of Options individually granted (the “ Granted Options ”) have been determined by the Board of Directors of the Company, in accordance with the provisions of Article 6 below.

Article 4

Membership of the Plan

In accordance with the terms and conditions hereof, the Board of Directors of the Company has approved during the above said meeting of July 26, 2012 the granting of the Options to the Beneficiaries, who have been informed through the Grant Letter of the number of Options respectively allocated.

Beneficiaries who wish to become members of the Plan must fill in, initial on each single page, sign and return to the Company a copy of the Grant Letter, of the Application Form and of these Regulations jointly with the sample of the Exercise Form duly initialed on each page, within the deadline indicated in the Grant Letter.

The delivery of the Grant Letter and the above said attachments to the Beneficiaries who reside in Italy, as well as their returning such documents to the Company’s Department of Resources and Shared Services always, shall take place by hand at the Company’s headquarters or at any of its secondary premises.

The delivery of the Grant Letter and the above said attachments to the Beneficiaries who reside in countries other than Italy, as well as their returning such documents to the respective Corporate Human Resources Departments, shall take place in compliance with the laws and regulations applicable in those countries.

Article 5

Nature and characteristics of the Options

The Options are granted free of charge: as a result Beneficiaries will not be held liable to pay any amount to the Company. The exercise of the Options and the subscription of the Shares shall, however, be subject to the payment of the Price under Article 8 hereof. Each Option shall give the right to subscribe to one Share under the terms and conditions hereof.

In the event of employment termination or death of the Beneficiary, Articles 14 and 15 shall respectively apply, unless otherwise provided for pursuant to the Grant Letter.

The Beneficiary recognizes and acknowledges that any increase in value of the Shares subscribed by exercising the Options compared to the subscription Price as per Article 8 and, more generally, every benefit granted under the Plan is extraordinary and, as such, is not in any way to be considered as an integral part of the Beneficiary’s ordinary compensation, nor may it be considered as the title to or ground for similar or additional benefits, whether within the Plan or any other plan that may be approved by the Company or otherwise, not even at the termination date of the Plan. Furthermore, the Plan as such does not bind the Company to keep the Beneficiary employed.

Article 6

Criteria for granting the Options

The Board of Directors of the Company has identified the Beneficiaries from amongst the executives of the Company and/or of its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of its foreign subsidiaries, and established the maximum number of Granted Options pursuant to the criteria indicated by the Shareholders’ Meeting on May 9, 2012.

Article 7

Granting of the Options

The Board of Directors of the Company has granted the Options to the Beneficiaries upon resolving the relevant Capital Increase.

Article 8

Subscription Price

The extraordinary Shareholders’ Meeting of the Company resolved on April 28, 2011 that in compliance with Article 2441, paragraph 4, second sentence, of the Italian civil code, the Board of Directors would determine the subscription price of the Shares in an amount that corresponds to their market price, taking into account the average stock exchange price of the Shares over a significant period of time, in any case not to be lower than the arithmetic average of the official price of the Shares on the Milan Stock Exchange ( Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A. in the month preceding the granting of the Options by the Board of Directors (by “preceding month” it is meant the period from the date on which the Options are granted, excluding that day, to the same day of the preceding month, included).

In accordance with the criteria described above, the Board of Directors resolved that under the conditions described in these Regulations, each Option shall enable the Beneficiary to subscribe one Share at a unit issue price, inclusive of both the nominal value and premium, of Euro 15.25 (the “Price” ), as deemed fair by Reconta Ernst and Young S.p.A., in their capacity as auditors of the Company, pursuant to Article 2441, paragraph 4, second sentence of the Italian civil code).

The Beneficiaries shall make full payment of the Price by the Share Subscription Date (as defined under Article 11 hereof).

Article 9

Targets

The exercise of the Options shall be subject to the satisfaction of both the following conditions:

(i) Total Consolidated EBITDA (as defined below) reaching at least 90% of the targeted Total Consolidated EBITDA specified in the following Article 10;

(ii) Consolidated Net Financial Position divided by the Consolidated EBITDA (both as defined below and relating to the financial year 2014), being no greater than 2.01.

If one or both of the above targets are not met, the Options shall not be exercisable and shall be forfeited.

For the purposes of these Regulations:

· “Total Consolidated EBITDA” shall mean the aggregate of the Consolidated EBITDA for 2012, 2013 and 2014 financial years;

· “Consolidated Net Financial Position” shall mean the long term financial debts, including the current portion of long term debts, and the short term financial debts, after deducting short term financial investments, cash and cash equivalents, other forms of cash, if any, such as restricted cash and cash held in escrow, as indicated in the “ nota illustrativa ” of the consolidated financial statements at December 31, 2014 approved by the Board of Directors of the Company. Quasi-equity borrowings (i.e. hybrid) are included in Consolidated Net Financial Position.

Article 10

Amount of Options that may be Exercised

Subject to the satisfaction of the conditions under Article 9 hereof, items (i) and (ii), each Beneficiary shall have the right to exercise, according to the terms set forth under the following Article 11, such number of Granted Options - assuming a targeted Total Consolidated EBITDA equal to Euro 3,185 million - to be determined as follows and as communicated by the Company per the below notification (the “ Exercisable Options ”):

% of targeted Total Consolidated EBITDA achieved		Exercisable Options on the amount of Granted Options (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%
102.00%		94.00%
103.00%		96.00%
104.00%		98.00%
105.00%		100.00%

amount of (i) Consolidated EBITDA achieved for the year 2014, (ii) Total Consolidated EBITDA, and (iii) Consolidated Net Financial Positions, as well as (iv) the result of the division pursuant to the Article 9, point (ii), above, within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2014.

Article 11

Exercise of the Options and delivery of the Shares

The exercise of the Options by the Beneficiary shall be irrevocable and shall be made by signing and dispatching the Exercise Form, a sample of which is attached to the Regulations, of which it constitutes an integral and substantial part.

The Options may be exercised by the Beneficiaries - in one or more tranches, but in any case each tranche for an amount not lower than that indicated further on - only and exclusively in the period between the 31 st calendar day following the approval by the Board of Directors of the Company of the consolidated financial statements for 2014 and the third anniversary of that date, and in any case not later than December 31, 2018 (the “Exercise Period” ). As a partial exception to this, the Exercise Period shall be suspended, in each financial year, from the date of any meeting of the Board of Directors that resolves the calling of a Shareholders’ Meeting of the Company, for the approval of the financial statements, up to the day (included) on which the Shareholders’ Meeting takes place (including on dates in subsequent call to the first), and in any event up to the day (included) preceding the dividend detachment date.

Pursuant to Article 6.C.3 of the Code, each Beneficiary serving the Company or any of its subsidiaries in its capacity as an Executive with Strategic Responsibilities will be required to retain, without the right to dispose of the same in whatsoever manner, for three years following the exercise of the Options a number “N” of Shares resulting from the exercise of the Options (“N”) pursuant to the following formula: N = [( PN x NE ) — ( PSP x NE )] x 0.20 / PN where: “PN” stands for “unit normal value”, that is the arithmetic average of the official prices of the Shares during the thirty day period prior to the vesting date of the Options; “PSP” stands for “strike price”, that is the unit exercise price of the Options; “NE” stands for the number of Options exercised from time to time. Such retention provision shall not apply under any of the circumstances set under Articles 14 and 15 hereof.

By “ Executives with Strategic Responsibilities ” it has to be intended, pursuant to Consob Resolution No. 17221 of 2010, those persons having directly or indirectly the authority and the responsibility to plan, direct and control the activities of the Company, including its (whether or not executive) Board members.

The Exercise Form shall be delivered duly completed in each of its parts and signed, failing which it will be considered not to have been received:

· as to the Beneficiaries who reside in Italy, by hand at the Company’s headquarters or its secondary premises, addressed to the Resources and Shared Services Department of the Company, or to the service provider engaged by the Company, as the case may be;

· as to the Beneficiaries who reside in countries other than Italy, pursuant to the laws and regulations applicable in those countries, addressed to the competent Human Resources Department or to the service provider engaged by the Company, as the case may be.

Those Options not exercised by the end of the Exercise Period shall be considered expired and the Beneficiary shall have no right to any indemnity or compensation of any type.

The exercise of the Options shall be effective on the day of the receipt of the Exercise Form by the Company or by the person appointed by the Company (the “Share Subscription Date” ).

The Shares shall be delivered to the Beneficiary within three working days from the Share Subscription Date (to be intended as the days during which the Mercato Telematico Azionario (MTA) organized and managed by Borsa Italiana S.p.A. is open, according to its trading calendar), on condition that the relevant Price has been entirely paid by the Share Subscription Date per the instructions set in the Exercise Form. The delivery of the Shares, in dematerialized form, shall be made by crediting the securities account indicated by the Beneficiary in the Exercise Form.

Article 12

Rights of the Shares

The Shares shall have ordinary rights and as a consequence shall have rights equal to those of the other outstanding Shares of the Company at their date of issue.

Article 13

Costs and expenses

Article 14

Termination of the employment

In principle, the right of the Beneficiary to exercise the Options is subjected to its ongoing employment with its Employer.

Subject to Article 15 hereof and unless otherwise provided pursuant to the Grant Letter:

(a) in the event that the employment relationship is terminated by the Employer (other than as the result of a just cause or on justified grounds), or by resignation of the Beneficiary for any reason, or for any other reason (other than by the Employer for just cause or on justified grounds), the Beneficiary will definitively lose, simultaneously with the termination of the employment, the right to exercise those Granted Options not yet Exercisable, while he or she may exercise the Exercisable Options which have not yet been exercised for six months from such termination date;

The Company’s Board of Directors may, upon its discretional and unchallengeable judgment, allow the Beneficiary to exercise all or part of the Granted Options in a more ample manner than that provided for herein, and assign an appropriate term, in any case not less than thirty days, or grant to other Beneficiaries the Granted Options that become available after termination of the employment with one or more Beneficiaries.

The Board of Directors, if possible and upon its discretional judgment, may allow the Beneficiary to maintain the rights set forth under the Plan, at the same conditions, in the event that the employment is terminated but, at the same time, the Beneficiary takes or maintains the office as director of the Company and/or one of its subsidiaries.

Subject to any term and condition referred to under the Grant Letter, in the event of a Change in Control (as defined below) prior to the termination of the employment for any cause whatsoever, the Board of Directors may take such actions as it deems appropriate and fair to safeguard the purposes of the Plan and to protect the Beneficiaries, including without limitations the entitlement of each Beneficiary to exercise all the Granted Options within a term to be established by the Board of Directors and in any case not less than thirty days, irrespective of whether at the time the Change in Control takes place the targets under Article 9 have been reached or not.

For purposes hereof “Change in Control” means the happening of any of the following:

(b) execution of a final and binding agreement of (i) merger or business combination of the Company into or with another person, other than De Agostini S.p.A. and its parent companies and subsidiaries, if (A) a majority of the directors of the resulting person were not directors of the Company immediately prior to the effective date of such merger or business combination, or (B) the persons that jointly controlled the Company prior to the effective date of such merger or business combination, thereafter come to beneficially own, directly or indirectly, less than 50% of the combined voting rights of the then outstanding stock capital of the resulting person for the appointment of the relevant managing body; or (ii) sale or other even temporary disposition of all or substantially all of the assets of the Company to one or more persons jointly among them, if the voting rights to appoint the managing body/-dies of such person(s) are not at least 50% beneficially owned, directly or indirectly, by the Company and/or any of its controlling persons and/or respective subsidiaries or affiliates;

For purposes of the definition of “Change in Control”, “ person ” means an individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental entity or other entity of any kind or nature.

Article 15

Death of the Beneficiary

In case of death of the Beneficiary, the following provisions shall apply:

· the Exercisable Options at the date of the Beneficiary’s death, but which have not yet been exercised, may be exercised by his/her heirs or successors within the irrevocable term of six months from the date of death or, if earlier, by the end of the Exercise Period, subject to delivery by the heirs or successors of the appropriate evidence of their entitlement;

Beneficiaries.

Article 16

Disposability of the Shares

Article 17

Tax regime for the Options and Shares

The income taxes of the Beneficiary (and the welfare and social security contributions - where applicable - to be borne by the employee by law) relating to the exercise of the Options and the delivery and the possible subsequent sale of the Shares, shall be borne by the Beneficiary. Accordingly, if any withholding tax, welfare and/or social security contribution are due, the Beneficiary shall be obliged to provide the funds necessary to allow the Employer to make the payments due by it as withholding agent.

Article 18

Additional incentive instruments

The Plan shall not in any way limit the faculty of the Company to adopt new incentive plans or similar ones, including those reserved for subjects other than the Beneficiaries.

Article 19

Duration of the Plan

The Plan shall in any event terminate no later than December 31, 2018, even in case one or more Options have not yet been exercised by that date. The non-disposal provision set under Article 11 above for the Executives with Strategic Responsibilities shall anyway survive so long as provided thereunder.

Article 20

Review of the Regulations

In the event the Company undertaking capital increases, either free of charge or for consideration (except where serving stock incentive plans), splits or reverse splits, significant reserve distributions, mergers, demergers, exclusion of the Shares from official listing on the Milan Stock Exchange (or other regulated market), changes in legislation or regulations or any other extraordinary events likely to prejudice the Options, the Shares, the achievement of the Plan’s targets or, more generally, the Plan itself, the Board of Directors of the Company shall amend and/or supplement the Regulations as deemed necessary and/or appropriate to keep the essential contents of the Plan as unaltered as possible, including the permission to exercise the Options and/or dispose of the Shares resulting therefrom notwithstanding the restriction imposed on certain Beneficiaries in their capacity as Executives with Strategic Responsibilities, pursuant to Article 11 hereof.

Article 21

Confidentiality

Article 22

Applicable law

These Regulations shall be governed by the Italian law.

Article 23

Disputes

Any such dispute or controversy shall anyway be subject to the exclusive competence of the Courts of Rome.

* * *

Rome, July 26, 2012
	For the Board of Directors
	(The Chairman)

For review and acceptance

,
(Place)	(date)
		X

APPLICATION FORM

FOR PARTICIPATION IN THE “LOTTOMATICA GROUP 2012—2018 STOCK
OPTION PLAN RESERVED FOR EMPLOYEES”

Lottomatica Group S.p.A.

Viale del Campo Boario, 56/d

Rome

The undersigned

Surname and name		X
Place and date of birth
Residence
Tax code

in his/her capacity as employee of (choose one):

Lottomatica Group S.p.A., with registered office in Viale del Campo Boario, 56/d, Rome o

Or subsidiary of Lottomatica Group S.p.A.: o

declares that he/she has reviewed and obtained full knowledge of the Regulations of the “Lottomatica Group 2012-2018 Stock Option Plan reserved for employees” of Lottomatica Group S.p.A. and/or its subsidiaries, which form an integral and substantial part of this Application Form, and are hereby referred to in their entirety (also in the conventional terms and in the expressions), and that he/she accepts in full the terms, means and conditions by signing this Application Form, a copy of the Regulations themselves and a copy of the Grant Letter, all duly initialed on each page jointly with the sample of the Exercise Form;

declares that he/she is aware of the fact, and accepts, that on July 26, 2012 he/she was informed through the Grant Letter of the granting of X Options for the subscription of an equal number of Shares;

declares that he/she is aware of the fact, and accepts, that the subscription Price of each Share will be equal to Euro 15.25;

declares that he/she is aware that this Application Form must be lodged with Lottomatica Group S.p.A. at the Company’s Department of Resources and Shared Services, or at any other competent Human Resources Department, as the case may be, by and not later than the date indicated below; failure to meet this deadline will lead to the loss of rights to the granting of the Options:

LATEST DATE FOR THE DELIVERY OF THE APPLICATION FORM

September 17, 2012

undertakes pursuant to article 6.C.3 of the Code (as defined in the Regulations), and to Article 11 of the Regulations, to retain for three years following the exercise of the Options a number of Shares “N” resulting from the exercise of the Options pursuant to the following formula: N = [( PN x NE ) — ( PSP x NE )] x 0.20 / PN where: “PN” stands for “unit normal value”, that is the arithmetic average of the official prices of the Shares during the thirty day period prior to the vesting date of the Options; “PSP” stands for “strike price”, that is the unit exercise price of the Options; “NE” stands for the number of Option exercised from time to time [ only applicable to beneficiaries serving as Executives with Strategic Responsibilities , as defined under Article 11 of the Regulations ];

confirms to all effects and under his/her exclusive responsibility that the personal details provided above are exact;

confirms that he/she is aware of and accepts that this Application Form shall fail to be effective, also pursuant to Article 1326, paragraph 4, of the Italian Civil Code, should it or the Grant Letter or any of the other attachments thereto be incomplete, i.e. not duly completed or signed in all parts;

confirms to have received by hand the Grant Letter and its attachments, as well as initialed on each page, and where so requested filled-in, undersigned and returned them by hand to the Company, at the registered offices of Lottomatica Group S.p.A. or any of its secondary premises [only applicable to Italian based beneficiaries ]

requests that Lottomatica Group S.p.A. acknowledges to him/her the receipt of this Application Form and of the other connected documents, as well as his/her membership of the Plan, by signing a copy of this Application Form.

,
(Place)	(date)
		Jorge Abreu

Pursuant to and to the effects of articles 1341 and 1342 of the Italian civil code, the Beneficiary states that he/she specifically approves in writing the following articles of the Regulations: Article 3 (Subject of the Plan); Article 4 (Membership of the Plan); Article 5 (Nature and characteristics of the Options); Article 6 (Criteria for the granting of the Options); Article 7 (Granting of the Options); Article 9 (Targets); Article 10 (Amount of Options that may be exercised); Article 11 (Exercise of the Options and delivery of the Shares); Article 13 (Costs and expenses); Article 14 (Termination of the employment); Article 15 (Death of the Beneficiary); Article 17 (Tax regime for the Options and the Shares); Article 18 (Additional incentive instruments); Article 19 (Duration of the Plan); Article 20 (Review of the Regulations); Article 21 (Confidentiality); Article 23 (Disputes).

,
(Place)	(date)
		X

SAMPLE FORM FOR THE EXERCISE
OF THE OPTIONS GRANTED UNDER THE “LOTTOMATICA GROUP 2012-2018 STOCK OPTION PLAN RESERVED FOR EMPLOYEES”

Lottomatica Group S.p.A.

Viale del Campo Boario, 56/d

Rome

The undersigned

Surname and name		X
Place and date of birth
Formal residence
Tax code

in his/her capacity as employee of the company (check one):

Lottomatica Group S.p.A., with registered office in Viale del Campo Boario, 56/D, Rome o

Or subsidiary of Lottomatica Group S.p.A. o

declares that he/she irrevocably exercises no. Options granted to him/her by Lottomatica Group S.p.A. on July 26, 2012, each of which gives the right to subscribe one Share and consequently,

requests to subscribe the corresponding number of Lottomatica Group S.p.A. Shares at a Price per Share, inclusive of both the nominal value and premium, of Euro 15.25.

1 Total number of Granted Options reserved to the Beneficiary		2 Number of Options exercised		3 Unit subscription Price		4 Total price due from the Beneficiary
				Euro 15.25		Euro

undertakes to make the payment of the total price by the Share Subscription Date established pursuant to Article 11 of the Regulations by irrevocable bank transfer to the current account held by Lottomatica Group S.p.A. at ;

undertakes to pay its share of the amounts which the Company and/or its subsidiaries are obligated to withhold under applicable Italian, United States federal, state, and local, and other applicable legislation tax withholding requirements, by the delivery date established pursuant to Article 11 of the Regulations ;

undertakes to timely communicate to the Employer, and to the Company if different, even after the termination of the employment, in addition to the information above, also (i) the date of exercise of the Options and (ii) every subsequent transfer of the Shares, specifying the number of Shares sold, the transfer date and the price per Share and (iii) any possible change or amendment to the current account where the Shares are deposited;

undertakes , pursuant to Article 6.C.3 of the Code (as defined in the Regulation) and to Article 11 of the Regulations, to retain for three years following the exercise of the Options a number of Shares “N” resulting from the exercise of the Options pursuant to the following formula: N = [( PN x NE ) — ( PSP x NE )] x 0.20 / PN where: “PN” stands for “normal unit value”, that is the arithmetic average of the official prices of the Shares during the thirty day period prior to the vesting date of the Options; “PSP” stands for “strike price”, that is the unit exercise price of the Options; “NE” stands for the number of Option exercised from time to time [ only applicable to beneficiaries serving as Executives with Strategic Responsibilities as defined under Article 11 of the Regulations ];

confirms to all the effects of law and under his/her exclusive responsibility that the personal details provided above are exact;

requests that the Shares be registered in his/her name, in accordance with the personal details provided above;

requests that the Shares be delivered in dematerialized form to securities account number account holder at [indicate complete coordinates for the account] .

,
(Place)	(date)
		X

Exhibit 99.5

Regulations of the

“GTECH S.p.A. 2013-2019 Stock Option Plan reserved for employees” of

GTECH S.p.A. and/or its subsidiaries

GTECH S.p.A.
Concessionaria dello Stato
00154 Roma - Viale del Campo Boario, 56/D
T +39 06 518991 F +39 06 51894300
Capitale sociale Euro 173.726.855,00
Partita IVA, codice fiscale e reg. imprese Roma n. 08028081001

Sottoposta all’attività
di direzione e coordinamento di
De Agostini S.p.A
Sede legale: 28100 Novara
Via G. da Verrazzano, 15

NOTICE

Article 1

Introduction

The Shareholders of GTECH S.p.A. (also referred to as, the “Company” ) resolved in an extraordinary Shareholders’ Meeting held on April 28, 2011, amongst other things, to grant the Board of Directors, pursuant to Article 2443 of the Italian civil code, for a period of five years from the date of the resolution, the ability to increase the stock capital against payment, on one or more occasions, for a maximum nominal amount of Euro 17,201,537.00, with the exclusion of pre-emption rights pursuant to Article 2441, paragraph 4, second sentence, of the Italian civil code, to serve one or more stock based compensation plans reserved for the directors and/or employees of the Company and/or of its subsidiaries, up to 33% per year, with the faculty to carry forward any unused portion in any given year to future years for use in combination with the portions relating to those years. The Shareholders’ Meeting additionally established that the Shares deriving from the delegated increases shall be released at a unit Price, inclusive of both the nominal value and premium, determined by the Board of Directors in compliance with the criteria indicated in Article 8 hereof.

On May 8, 2013, the Shareholders’ Meeting further resolved, amongst other things, to approve the Plan and to grant every necessary or appropriate power to the Board of Directors to, merely by way of example, (i) identify the beneficiaries from amongst the executives of the Company and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries, and assign to each one of them such number of Options as deemed appropriate; (ii) determine the results and/or performance indicators to which the exercise of the Options would be subject; (iii) establish each and every further term and condition for the Plan to be put into effect; (iv) drawing-up and approve, as well as amend these Regulations to the extent deemed necessary or appropriate; all of the above to be in conformity with the information provided in the informational memorandum published to the benefit of the Company’s Shareholders in advance of the above said meeting and, if necessary, having consulted with the Compensation and Nomination Committee.

To serve the Plan, the Board of Directors, in its meeting of July 30, 2013, amongst other things (i) resolved a share capital increase for consideration, divisible, by a maximum of Euro 1,679,819.00, through the issue of a maximum of no. 1,679,819 new Shares with no pre-emption rights pursuant to Article 2441, paragraph 4, second sentence of the Italian civil code, at a unit price of Euro 20.05 inclusive of both the nominal value and premium (the “Capital Increase” ); and (ii) approved these Regulations.

The clauses contained herein are inseparable amongst themselves.

Article 2

Purposes of the Plan

The purposes of the Plan can be identified and summarized as follows:

· to focus the attention of the Beneficiaries (as defined below) on factors of strategic interest for the Company;

· to encourage the loyalty of the Beneficiaries and providing a mechanism for incentivizing their stay within the group headed by the Company;

· to link the compensation of the Beneficiaries to the creation of value for the Company’s shareholders;

· to increase the competitiveness of the Company and of the group it heads, enabling pre-determined objectives to be reached;

· to ensure that the total compensation package of the Beneficiaries remains competitive on the market;

Under these Regulations “ group ” shall mean the controlling company and the companies directly or indirectly controlled pursuant to the provisions in force from time to time.

Article 3

Subject of the Plan

The Plan involves a maximum aggregate number of 1,679,819 new Shares derived from the Capital Increase that shall be reserved for subscription by certain employees of the Company and/or of its subsidiaries (the “Beneficiaries” ).

The Plan provides for the granting for free to Beneficiaries of Options to subscribe an equal number of Shares, meaning that one Share will be given for each Option exercised.

Qualification of each Beneficiary as an executive of the Company or of any of its Italian subsidiaries, or as Senior Vice President, Vice President, Key Director or Manager of any of its foreign subsidiaries at the time of the above Board resolution as well as when becoming a member of the Plan pursuant to Article 4 hereof is conditional upon such membership. In extraordinary cases selected by the chairman of the Board of Directors, newly hired employees within December 31, 2013, qualifying as above, may be admitted as Beneficiaries by no later than the date of their hiring, provided that there are enough available Options.

Article 4

Membership of the Plan

In accordance with the terms and conditions hereof, the Board of Directors of the Company has approved during the above said meeting of July 30, 2013 the granting of the Options to the Beneficiaries, who have been informed through the Grant Letter of the number of Options respectively allocated.

Beneficiaries who wish to become members of the Plan must complete, initial on each single page, sign and return to the Company a copy of the Grant Letter, of the Application Form and of these Regulations jointly with the sample of the Exercise Form duly initialed on each page, within the deadline indicated in the Grant Letter.

The delivery of the Grant Letter and the above said attachments to the Beneficiaries who reside in countries other than Italy, as well as their returning such documents to the respective Corporate Human Resources Departments, shall take place in compliance with the laws and regulations applicable in those countries.

Article 5

Nature and characteristics of the Options

The Options are granted to the Beneficiaries on a personal basis, and shall therefore not be transferred by deed between living persons, nor pledged or elsewhere disposed of, either free of charge or for compensation, by law or otherwise, including as a result of any enforcement proceedings or provisional remedies, otherwise the Beneficiary shall lose all the rights granted on the basis of this Plan. For sake of clarity, the forward sale of Shares deriving from the expected exercise of Options is admitted at the risk and under the exclusive responsibility of the concerned Beneficiary.

In the event of employment termination or death of the Beneficiary, Articles 14 and 15 shall respectively apply, unless otherwise provided for pursuant to the Grant Letter.

Article 6

Criteria for granting the Options

The Board of Directors of the Company has identified the Beneficiaries from amongst the executives of the Company and/or of its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of its foreign subsidiaries, and established the maximum number of Granted Options pursuant to the criteria indicated by the Shareholders’ Meeting on May 8, 2013.

Article 7

Granting of the Options

The Board of Directors of the Company has granted the Options to the Beneficiaries upon resolving the relevant Capital Increase.

Article 8

Subscription Price

In accordance with the criteria described above, the Board of Directors resolved that under the conditions described in these Regulations, each Option shall enable the Beneficiary to subscribe one Share at a unit issue price, inclusive of both the nominal value and premium, of Euro 20.05 (the “Price” ), as deemed fair by Reconta Ernst and Young S.p.A. pursuant to Article 2441, paragraph 4, second sentence of the Italian civil code).

The Beneficiaries shall make full payment of the Price by the Share Subscription Date (as defined under Article 11 hereof).

Article 9

Targets

The exercise of the Options shall be subject to the satisfaction of both the following conditions:

(i) Total Consolidated EBITDA (as defined below) reaching at least 90% of the targeted Total Consolidated EBITDA specified in the following Article 10;

(ii) Consolidated Net Financial Position divided by the Consolidated EBITDA (both as defined below and relating to the financial year 2015), being no greater than 2.05 .

If one or both of the above targets are not met, the Options shall not be exercisable and shall be forfeited.

For the purposes of these Regulations:

· “Consolidated EBITDA” shall mean EBITDA as presented in the group’s consolidated annual financial statements filed with the CONSOB for a calendar year. For LTI Plan purposes, the three-year cumulative actual Consolidated EBITDA will be reduced by (i) the excess of any non-recurring/one-off cash expenses (for example, inter alia, restructuring expenses) over the total budgeted amounts for the same period (for the budgeted expenses), and (ii) any non-recurring/one-off cash expenses that were not included in budget. However, the aforementioned non-recurring/one-off cash expenses are not intended to include any amounts that are related to the Company’s debt instruments (including hedge transactions), minority interests or income taxes. Exclusions of non-recurring/ one-off cash expenses from the adjustment to the actual Consolidated EBITDA amount must be specifically approved by the Board of Directors of the Company. ;

· “Total Consolidated EBITDA” shall mean the aggregate of the Consolidated EBITDA for 2013, 2014 and 2015 financial years;

· “Consolidated Net Financial Position” shall mean the long term financial debts, including the current portion of long term debts, and the short term financial debts, after having subtracted short term financial investments, cash and cash equivalents, as indicated in the “ nota illustrativa ” of the consolidated financial statements approved by the Board of Directors of the Company. Quasi-equity borrowings (i.e. hybrid) are included in Consolidated Net Financial Position .

Article 10

Amount of Options that may be Exercised

Subject to the satisfaction of the conditions under Article 9 hereof, items (i) and (ii), each Beneficiary shall have the right to exercise, according to the terms set forth under the following Article 11, such number of Granted Options - assuming a targeted Total Consolidated EBITDA equal to Euro 3,299 million - to be determined as follows and as communicated by the Company per the below notification (the “ Exercisable Options ”):

% of targeted Total Consolidated EBITDA achieved		Exercisable Options on the amount of Granted Options (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%

% of targeted Total Consolidated EBITDA achieved		Exercisable Options on the amount of Granted Options (%)
102.00%		94.00%
103.00%		96.00%
104.00%		98.00%
105.00%		100.00%

Note: (i) for example, if the Total Consolidated EBITDA achieved is equal to 95% of the target, the Beneficiary will have the right to exercise 60% of the Options granted. If the Total Consolidated EBITDA achieved is equal to 95.5% of the target, the Beneficiary will have the right to exercise 60% of the Granted Options; (ii) if not a whole number, the number of Exercisable Options by each Beneficiary shall be rounded down to the nearest whole number.

The Company will notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the years 2013 and 2014 within 30 calendar days following the approval by the Board of Directors of the relevant consolidated financial statements. The Company will similarly notify the Beneficiaries of the amount of (i) Consolidated EBITDA achieved for the year 2015, (ii) Total Consolidated EBITDA, and (iii) Consolidated Net Financial Positions, as well as (iv) the result of the division pursuant to Article 9, point (ii), above, within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2015.

Article 11

Exercise of the Options and delivery of the Shares

The Options may be exercised by the Beneficiaries - in one or more tranches, but in any case each tranche for an amount not lower than that indicated further on - only and exclusively in the period between the 31 st calendar day following the approval by the Board of Directors of the Company of the consolidated financial statements for 2015 and the third anniversary of such calendar day (the “Exercise Period” ). As a partial exception to this, the Exercise Period shall be suspended, in each financial year, from the date of any meeting of the Board of Directors that resolves the calling of a Shareholders’ Meeting of the Company, for the approval of the financial statements, up to the day (included) on which the Shareholders’ Meeting takes place (including on dates in subsequent call to the first), and in any event up to the day (included) preceding the dividend payment date. Should the Exercise Period terminate pending the above suspension, Options will be exercisable by June 30 2016. Upon occurrence of the events contemplated under Sections no. 14 (a) (Termination of the employment) and 15 (a) hereof (Death of the Beneficiary), Options shall anyway not be exercisable after December 31, 2019.

No tranche shall be exercised by a Beneficiary for a lower amount than ten percent (10%) of the Exercisable Options. The exercise of a number of Options greater than the amount of Exercisable Options shall be ineffective as to the number of exceeding Options, and shall not give title to the subscription of the corresponding Shares.

N = [( PN x NE ) – ( PSP x NE )] x 0.20 / PN. Definitions are as follows:

· “PN” denotes “unit normal value”, that is the arithmetic average of the official prices of the Shares during the thirty day period prior to the vesting date of the Options;

· “NE” denotes the number of vested Options; and

· “PSP” denotes “strike price”, that is the unit exercise price of the Options.

Such retention provision shall not apply under any of the circumstances set under Articles 14 and 15 hereof.

“ Executives with Strategic Responsibilities ” are identified as those persons having direct or indirect authority and the responsibility to plan, direct and control the activities of the Company, including its Board members, pursuant to Consob Regulation no. 17221 of 2010.

The Exercise Form shall be delivered duly completed in each of its parts and signed, failing which it will be considered not to have been received:

Those Options not exercised by the end of the Exercise Period shall be considered expired and the Beneficiary shall have no right to any indemnity or compensation of any type.

The exercise of the Options shall be effective on the day of the receipt of the Exercise Form by the Company or by the person appointed by the Company (the “Share Subscription Date” ).

The Shares shall be delivered to the Beneficiary within three working days from the Share Subscription Date (to be intended as the days during which the Mercato Telematico Azionario (MTA) organized and managed by Borsa Italiana S.p.A. is open, according to its trading calendar), on condition that the relevant Price has been entirely paid by the Share Subscription Date per the instructions set in the Exercise Form. The delivery of Shares shall be made by crediting the securities account indicated by the Beneficiary in the Exercise Form.

Article 12

Rights of the Shares

The Shares shall have ordinary rights and as a consequence shall have rights equal to those of the other outstanding Shares of the Company at their date of issue.

Article 13

Costs and expenses

All costs relating to the issue and transfer of the Shares to the Beneficiaries shall be borne by the Company. Every cost related to the securities account of the Beneficiaries referred to under Article 11 above shall, however, be borne exclusively by them. This does not have any effect on the provisions of Article 17 hereof.

Article 14

Termination of the employment

In principle, the right of the Beneficiary to exercise the Options is subjected to its ongoing employment with its Employer.

Subject to Article 15 hereof and unless otherwise provided pursuant to the Grant Letter:

The Board of Directors or its designee, if possible and upon its discretional judgment, may allow the Beneficiary to maintain the rights set forth under the Plan, at the same conditions, in the event that the employment is terminated but, at the same time, the Beneficiary takes or maintains the office as director of the Company and/or one of its subsidiaries.

For purposes hereof “Change in Control” means the happening of any of the following:

(b) execution of a final and binding agreement of (i) merger or business combination of the Company into or with another person, other than De Agostini S.p.A. and its parent companies and subsidiaries, if (A) a majority of the directors of the resulting person were not directors of the Company immediately prior to the effective date of such merger or business combination, or (B) the persons that jointly controlled the Company prior to the effective date of such merger or business combination, thereafter come to beneficially own, directly or indirectly, less than 50% of the combined voting rights of the then outstanding stock capital of the resulting person for the appointment of the relevant managing body; or (ii) sale or other even temporary disposition of all or substantially all of the assets of the Company to one or more persons jointly among them, if the voting rights to appoint the managing body/-dies of such person(s) are not at least 50% beneficially owned, directly or indirectly, by the Company and/or any of its controlling persons and/or respective subsidiaries or affiliates;

Article 15

Death of the Beneficiary

In case of death of the Beneficiary, the following provisions shall apply:

(a) the Exercisable Options at the date of the Beneficiary’s death, but which have not yet been exercised, may be exercised by his/her heirs or successors within the irrevocable term of six months from the date of death or, if later, by the end of the Exercise Period, subject to delivery by the heirs or successors of the appropriate evidence of their entitlement;

(b) those not yet Exercisable Options at the date of the Beneficiary’s death shall be forfeited and no longer entitled to become Exercisable, with no entitlement of the heirs or successors to any indemnity or compensation whatsoever. The Board of Directors may grant the forfeited Options to other Beneficiaries.

Article 16

Disposability of the Shares

Article 17

Tax regime for the Options and Shares

The income taxes of the Beneficiary (and the welfare and social security contributions - where applicable - to be borne by the same employee pursuant to the law) relating to the exercise of the Options and the delivery and the possible subsequent sale of the Shares, shall be borne by the Beneficiary. Accordingly, if any withholding tax, welfare and/or social security contribution are due, the Beneficiary shall be obliged to provide the funds necessary to allow the Employer to make the payments due by it as withholding agent.

Article 18

Additional incentive instruments

The Plan shall not in any way limit the Company to adopt new incentive plans or similar ones, including those reserved for subjects other than the Beneficiaries.

Article 19

Duration of the Plan

The Plan shall in any event terminate no later than December 31, 2019, even in case one or more Options have not yet been exercised by that date. The non-disposal provision set under Article 11 above for the Executives with Strategic Responsibilities shall anyway survive so long as provided thereunder.

Article 20

Review of the Regulations

In the event of the Company undertaking capital increases, either free of charge or for consideration (except where serving stock incentive plans), splits or reverse splits, significant reserve distributions, mergers, demergers, or of exclusion of the Shares from official listing on the Milan Stock Exchange (or other regulated market), changes in legislation or regulations or of any other extraordinary events likely to prejudice the Options, the Shares, the achievement of the Plan’s targets or, more generally, the Plan itself, the Board of Directors of the Company shall amend and/or supplement the Regulations as deemed necessary and/or appropriate to keep the essential contents of the Plan as unaltered as possible, including the permission to exercise the Options and/or dispose of the Shares resulting therefrom notwithstanding the restriction imposed on certain Beneficiaries in their capacity as Executives with Strategic Responsibilities, pursuant to Article 11 hereof.

Article 21

Confidentiality

Article 22

Applicable law

These Regulations shall be governed by the Italian law.

Article 23

Disputes

Any such dispute or controversy shall be subject to the exclusive competence of the Courts of Rome.

* * *


Rome, July 30, 2013

		For the Board of Directors
		(The Chairman)

For review and acceptance


,
(Place)	(date)
		X

APPLICATION FORM

FOR PARTICIPATION IN THE “GTECH S.p.A. 2013—2019 STOCK OPTION PLAN RESERVED FOR EMPLOYEES”

GTECH S.p.A.

Viale del Campo Boario, 56/d

Rome

The undersigned

Surname and name		X
Place and date of birth
Residence
Tax code

in his/her capacity as employee of (choose one):

GTECH S.p.A., with registered office in Viale del Campo Boario, 56/d, Rome o

Or subsidiary of GTECH S.p.A.: o

declares that he/she has reviewed and obtained full knowledge of the Regulations of the “GTECH S.p.A. 2013-2019 Stock Option Plan reserved for employees” of GTECH S.p.A. and/or its subsidiaries, which form an integral and substantial part of this Application Form, and are hereby referred to in their entirety (also in the conventional terms and in the expressions), and that he/she accepts in full the terms, means and conditions by signing this Application Form, a copy of the Regulations themselves and a copy of the Grant Letter, all duly initialed on each page jointly with the sample of the Exercise Form;

declares that he/she is aware of the fact, and accepts, that on July 30, 2013 he/she was informed through the Grant Letter of the granting of n. X Options for the subscription of an equal number of Shares;

declares that he/she is aware of the fact, and accepts, that the subscription Price of each Share will be equal to Euro 20.05;

Sottoposta all’attività
di direzione e coordinamento di
De Agostini S.p.A
Sede legale: 28100 Novara
Via G. da Verrazzano, 15

declares that he/she is aware that this Application Form must be lodged with GTECH S.p.A. at the Company’s Department of Resources and Shared Services, or at any other competent Human Resources Department, as the case may be, by and not later than the date indicated below; failure to meet this deadline will lead to the loss of rights to the granting of the Options:

LATEST DATE FOR THE DELIVERY OF THE APPLICATION FORM

September 13, 2013

undertakes pursuant to article 6.C.3 of the Code (as defined in the Regulations), and to Article 11 of the Regulations, as applicable only to Beneficiaries serving as Executive with Strategic Responsibilities, to retain for the entire duration of the Plan (i.e. until December 31, 2019) a quota of Shares (“N”) obtained through the following calculation: N = [( PN x NE ) – ( PSP x NE )] x 0.20 / PN.

Definitions are as follows:

· “PN” denotes “unit normal value”, that is the arithmetic average of the official prices of the Shares during the thirty day period prior to the vesting date of the Options;

· “NE” denotes the number of vested Options; and

· “PSP” denotes “strike price”, that is the unit exercise price of the Options;

confirms to all effects and under his/her exclusive responsibility that the personal details provided above are exact;

confirms to have received by hand the Grant Letter and its attachments, as well as initialed on each page, and where so requested completed, undersigned and returned them by hand to the Company, at its headquarters or any of its secondary premises, or at any of its Italian subsidiaries’ headquarters or secondary premises [only applicable to Italian based beneficiaries ]

requests that GTECH S.p.A. acknowledges to him/her the receipt of this Application Form and of the other connected documents, as well as his/her membership of the Plan, by signing a copy of this Application Form.

,
(Place)	(date)
		X

,
(Place)	(date)
		X

SAMPLE FORM FOR THE EXERCISE

OF THE OPTIONS GRANTED UNDER THE “GTECH S.p.A. 2013-2019 STOCK OPTION PLAN RESERVED FOR EMPLOYEES”

GTECH S.p.A.

Viale del Campo Boario, 56/d

Rome

The undersigned

Surname and name		X
Place and date of birth
Formal residence
Tax code

in his/her capacity as employee of the company (check one):

GTECH S.p.A., with registered office in Viale del Campo Boario, 56/D, Rome o

Or subsidiary of GTECH S.p.A. o

declares that he/she irrevocably exercises no. Options granted to him/her by GTECH S.p.A. on July 30, 2013, each of which gives the right to subscribe one Share and consequently,

requests to subscribe the corresponding number of GTECH S.p.A. Shares at a Price per Share, inclusive of both the nominal value and premium, of Euro [ ].

1 Total number of Granted Options reserved to the Beneficiary		2 Number of Options exercised		3 Unit subscription Price		4 Total price due from the Beneficiary
				Euro 20.05		Euro

undertakes , pursuant to Article 6.C.3 of the Code (as defined in the Regulation) and to Article 11 of the Regulations, as applicable only to Beneficiaries serving as Executives with Strategic Responsibilities, to retain for the entire duration of the Plan (i.e. until December 31, 2019) a quota of Shares “N” obtained through the following calculation: N = [(PN x NE) — (PSP x NE)] x 0.20 / PN.

Definitions are as follows :

· “PN” denotes “normal unit value”, that is the arithmetic average of the official prices of the Shares during the thirty day period prior to the vesting date of the Options;

· “NE” denotes the number of Option; and

· “PSP” stands for “strike price”, that is the unit exercise price of the Options;

confirms to all the effects of law and under his/her exclusive responsibility that the personal details provided above are exact;

requests that the Shares be registered in his/her name, in accordance with the personal details provided above;

requests that the Shares be delivered to securities account number account holder at [indicate complete coordinates for the account] .

,
(Place)	(date)
		X

*[acknowledgement signature only]

Exhibit 99.6

Regulations of the

“GTECH S.p.A. 2014-2020 Stock Option Plan reserved for

employees” of

GTECH S.p.A. and/or its subsidiaries

GTECH SpA
Concessionaria dello Stato	Società coordinata e diretta da:
00154 Roma - Viale del Campo Boario, 56/D	De Agostini SpA
T +39 06 518991 F +39 06 51894300	Sede Legale: 28100 Novara
Cap. Soc. 174.936.243,00 €	Via G. da Verrazzano,15
P. IVA - Reg. Imp. Roma e C.F. 08028081001
REA 1117269

NOTICE

Article 1

Introduction

On May 8, 2014, the Shareholders’ Meeting further resolved, amongst other things, to approve the Plan and to grant every necessary or appropriate power to the Board of Directors to, merely by way of example, (i) identify the beneficiaries from amongst the executives of the Company and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries, and assign to each one of them such number of Options as deemed appropriate; (ii) determine the results and/or performance indicators to which the exercise of the Options would be subject; (iii) establish each and every further term and condition for the Plan to be put into effect; (iv) drawing-up and approve, as well as amend these Regulations to the extent deemed necessary or appropriate; all of the above to be in conformity with the information provided in the informational memorandum published to the benefit of the Company’s Shareholders in advance of the above said meeting and, if necessary, having consulted with the Compensation and Nomination Committee.

To serve the Plan, the Board of Directors, in its meeting of July 31, 2014, amongst other things (i) resolved a share capital increase for consideration, divisible, by a maximum of Euro 2,073,157 , through the issue of a maximum of no. 2,073,157 new Shares with no pre-emption rights pursuant to Article 2441, paragraph 4, second sentence of the Italian civil code, at a unit price of Euro €18.71 inclusive of both the nominal value and premium (the “Capital Increase” ); and (ii) approved these Regulations.

The clauses contained herein are inseparable amongst themselves.

Article 2

Purposes of the Plan

The purposes of the Plan can be identified and summarized as follows:

· to focus the attention of the Beneficiaries (as defined below) on factors of strategic interest for the Company;

· to encourage the loyalty of the Beneficiaries and providing a mechanism for incentivizing their stay within the group headed by the Company;

· to link the compensation of the Beneficiaries to the creation of value for the Company’s shareholders;

· to increase the competitiveness of the Company and of the group it heads, enabling pre-determined objectives to be reached;

· to ensure that the total compensation package of the Beneficiaries remains competitive on the market;

Under these Regulations “ group ” shall mean the controlling company and the companies directly or indirectly controlled pursuant to the provisions in force from time to time.

Article 3

Subject of the Plan

The Plan involves a maximum aggregate number of 2,073,157 new Shares derived from the Capital Increase that shall be reserved for subscription by certain employees of the Company and/or of its subsidiaries (the “Beneficiaries” ).

The Plan provides for the granting for free to Beneficiaries of Options to subscribe an equal number of Shares, meaning that one Share will be given for each Option exercised.

Qualification of each Beneficiary as an executive of the Company or of any of its Italian subsidiaries, or as Senior Vice President, Vice President, Key Director or Manager of any of its foreign subsidiaries at the time of the above Board resolution as well as when becoming a member of the Plan pursuant to Article 4 hereof is conditional upon such membership. In extraordinary cases selected by the chairman of the Board of Directors, newly hired employees within December 31, 2014, qualifying as above, may be admitted as Beneficiaries by no later than the date of their hiring, provided that there are enough available Options.

Article 4

Membership of the Plan

In accordance with the terms and conditions hereof, the Board of Directors of the Company has approved during the above said meeting of July 31, 2014 the granting of the Options to the Beneficiaries, who have been informed through the Grant Letter of the number of Options respectively allocated.

The delivery of the Grant Letter and the above said attachments to the Beneficiaries who reside in countries other than Italy, as well as their returning such documents to the respective Corporate Human Resources Departments, shall take place in compliance with the laws and regulations applicable in those countries.

Article 5

Nature and characteristics of the Options

In the event of employment termination or death of the Beneficiary, Articles 14 and 15 shall respectively apply, unless otherwise provided for pursuant to the Grant Letter.

Article 6

Criteria for granting the Options

The Board of Directors of the Company has identified the Beneficiaries from amongst the executives of the Company and/or of its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of its foreign subsidiaries, and established the maximum number of Granted Options pursuant to the criteria indicated by the Shareholders’ Meeting on May 8, 2014.

Article 7

Granting of the Options

The Board of Directors of the Company has granted the Options to the Beneficiaries upon resolving the relevant Capital Increase.

Article 8

Subscription Price

In accordance with the criteria described above, the Board of Directors resolved that under the conditions described in these Regulations, each Option shall enable the Beneficiary to subscribe one Share at a unit issue price, inclusive of both the nominal value and premium, of Euro €18.71 (the “Price” ), as deemed fair by PricewaterhouseCooper S.p.A. pursuant to Article 2441, paragraph 4, second sentence of the Italian civil code).

The Beneficiaries shall make full payment of the Price by the Share Subscription Date (as defined under Article 11 hereof).

Article 9

Targets

The exercise of the Options shall be subject to the satisfaction of both the following conditions:

(i) Total Consolidated EBITDA (as defined below) reaching at least 90% of the targeted Total Consolidated EBITDA specified in the following Article 10;

(ii) Consolidated Net Financial Position divided by the Consolidated EBITDA (both as defined below and relating to the financial year 2016), being no greater than 2.20.

If one or both of the above targets are not met, the Options shall not be exercisable and shall be forfeited.

For the purposes of these Regulations:

that were not included in budget. However, the aforementioned non-recurring/one-off cash expenses are not intended to include any amounts that are related to the Company’s debt instruments (including hedge transactions), minority interests or income taxes. Exclusions of non-recurring/one-off cash expenses from the adjustment to the actual Consolidated EBITDA amount must be specifically approved by the Board of Directors of the Company.[ Actual Consolidated EBITDA will also be amended to reflect the adjustments defined by the Board of Directors of GTECH for certain of the Lottery Management Agreement . An additional adjustment will be made to remove any foreign exchange rate difference between actual and target attributable to the U.S. dollar British pound.]

· “Total Consolidated EBITDA” shall mean the aggregate of the Consolidated EBITDA for 2014, 2015 and 2016 financial years;

· “Consolidated Net Financial Position” shall mean Net Financial Position (NFP) as presented in the group’s consolidated annual financial statements filed with the CONSOB for a calendar year.[ It is understood that quasi equity borrowings (i.e. hybrid) are included in the Consolidated NFP. Consolidated NFP will be adjusted in order to ensure comparability between actual and target on some specific items defined by the Board of Directors (such as but not limited to dividend payments and accounts receivables based financing). An additional adjustment will be made to remove any foreign exchange rate difference between actual and target attributable to the U.S. dollar and British pound. ] .

Article 10

Amount of Options that may be Exercised

Subject to the satisfaction of the conditions under Article 9 hereof, items (i) and (ii), each Beneficiary shall have the right to exercise, according to the terms set forth under the following Article 11, such number of Granted Options - assuming a targeted Total Consolidated EBITDA equal to Euro 3,319.3 million - to be determined as follows and as communicated by the Company per the below notification (the “ Exercisable Options ”):

% of targeted Total Consolidated EBITDA achieved		Exercisable Options on the amount of Granted Options (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%
102.00%		94.00%
103.00%		96.00%

% of targeted Total Consolidated EBITDA achieved		Exercisable Options on the amount of Granted Options (%)
104.00%		98.00%
105.00%		100.00%

Note: (i) for example, if the Total Consolidated EBITDA achieved is equal to 95% of the target, the Beneficiary will have the right to exercise 60% of the Options granted. If the Total Consolidated EBITDA achieved is equal to 95.5% of the target, the Beneficiary will have the right to exercise 60% of the Granted Options; (ii) if not a whole number, the number of Exercisable Options by each Beneficiary shall be rounded down to the nearest whole number.

The Company will notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the years 2014 and 2015 within 30 calendar days following the approval by the Board of Directors of the relevant consolidated financial statements. The Company will similarly notify the Beneficiaries of the amount of (i) Consolidated EBITDA achieved for the year 2016, (ii) Total Consolidated EBITDA, and (iii) Consolidated Net Financial Positions, as well as (iv) the result of the division pursuant to Article 9, point (ii), above, within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2016.

Article 11

Exercise of the Options and delivery of the Shares

The Options may be exercised by the Beneficiaries - in one or more tranches, but in any case each tranche for an amount not lower than that indicated further on - only and exclusively in the period between the 31 st calendar day following the approval by the Board of Directors of the Company of the consolidated financial statements for 2016 and the third anniversary of such calendar day (the “Exercise Period” ). As a partial exception to this, the Exercise Period shall be suspended, in each financial year, from the date of any meeting of the Board of Directors that resolves the calling of a Shareholders’ Meeting of the Company, for the approval of the financial statements, up to the day (included) on which the Shareholders’ Meeting takes place (including on dates in subsequent call to the first), and in any event up to the day (included) preceding the dividend payment date. Should the Exercise Period terminate pending the above suspension, Options will be exercisable by June 30 2020. Upon occurrence of the events contemplated under Sections no. 14 (a) (Termination of the employment) and 15 (a) hereof (Death of the Beneficiary), Options shall anyway not be exercisable after December 31, 2020.

No tranche shall be exercised by a Beneficiary for a lower amount than ten percent (10%) of the Exercisable Options. The exercise of a number of Options greater than the amount of Exercisable Options shall be ineffective as to the number of exceeding Options, and shall not give title to the subscription of the corresponding Shares.

· “PN” denotes “unit normal value”, that is the arithmetic average of the official prices of the Shares during the thirty day period prior to the vesting date of the Options;

· “NE” denotes the number of vested Options; and

· “PSP” denotes “strike price”, that is the unit exercise price of the Options.

Such retention provision shall not apply under any of the circumstances set under Articles 14 and 15 hereof.

The Exercise Form shall be delivered duly completed in each of its parts and signed, failing which it will be considered not to have been received:

Those Options not exercised by the end of the Exercise Period shall be considered expired and the Beneficiary shall have no right to any indemnity or compensation of any type.

The exercise of the Options shall be effective on the day of the receipt of the Exercise Form by the Company or by the person appointed by the Company (the “Share Subscription Date” ).

The Shares shall be delivered to the Beneficiary within three working days from the Share Subscription Date (to be intended as the days during which the Mercato Telematico Azionario (MTA) organized and managed by Borsa Italiana S.p.A. is open, according to its trading calendar), on condition that the relevant Price has been entirely paid by the Share Subscription Date per the instructions set in the Exercise Form. The delivery of Shares shall be made by crediting the securities account indicated by the Beneficiary in the Exercise Form.

Article 12

Rights of the Shares

The Shares shall have ordinary rights and as a consequence shall have rights equal to those of the other outstanding Shares of the Company at their date of issue.

Article 13

Costs and expenses

Article 14

Termination of the employment

In principle, the right of the Beneficiary to exercise the Options is subjected to its ongoing employment with its Employer.

Subject to Article 15 hereof and unless otherwise provided pursuant to the Grant Letter:

or for any other reason (other than by the Employer for just cause or on justified grounds), the Beneficiary will definitively lose, simultaneously with the termination of the employment, the right to exercise those Granted Options not yet Exercisable, while he or she may exercise the Exercisable Options which have not yet been exercised for six months from such termination date;

For purposes hereof “Change in Control” means the happening of any of the following:

(b) execution of a final and binding agreement of (i) merger or business combination of the Company into or with another person, other than De Agostini S.p.A. and its parent companies and subsidiaries, if (A) a majority of the directors of the resulting person were not directors of the Company immediately prior to the effective date of such merger or business combination, or (B) the persons that jointly controlled the Company prior to the effective date of such merger or business combination, thereafter come to beneficially own, directly or indirectly, less than 50% of the combined voting rights of the then outstanding stock capital of the resulting person for the appointment of the relevant managing body; or (ii) sale or other even temporary disposition of all or substantially all of the assets of the Company to one or more persons jointly among them, if the voting rights to appoint the managing body/-dies of such person(s) are not at least 50% beneficially owned, directly or indirectly, by the Company and/or any of its controlling persons and/or respective subsidiaries or affiliates;

Article 15

Death of the Beneficiary

In case of death of the Beneficiary, the following provisions shall apply:

Article 16

Disposability of the Shares

Article 17

Tax regime for the Options and Shares

Article 18

Additional incentive instruments

The Plan shall not in any way limit the Company to adopt new incentive plans or similar ones, including those reserved for subjects other than the Beneficiaries.

Article 19

Duration of the Plan

The Plan shall in any event terminate no later than December 31, 2020, even in case one or more Options have not yet been exercised by that date. The non-disposal provision set under Article 11 above for the Executives with Strategic Responsibilities shall anyway survive so long as provided thereunder.

Article 20

Review of the Regulations

Article 21

Confidentiality

Article 22

Applicable law

These Regulations shall be governed by the Italian law.

Article 23

Disputes

Any such dispute or controversy shall be subject to the exclusive competence of the Courts of Rome.

* * *


Rome, July 31, 2014
		For the Board of Directors
		(The Chairman)

For review and acceptance


,
(Place)	(date)	NAME

APPLICATION FORM
FOR PARTICIPATION IN THE “GTECH S.p.A. 2014—2020 STOCK OPTION
PLAN RESERVED FOR EMPLOYEES”

GTECH S.p.A.

Viale del Campo Boario, 56/d

Rome

The undersigned

Surname and name		NAME
Place and date of birth
Residence
Tax code

in his/her capacity as employee of (choose one):

GTECH S.p.A., with registered office in Viale del Campo Boario, 56/d, Rome o

Or subsidiary of GTECH S.p.A.: o

declares that he/she has reviewed and obtained full knowledge of the Regulations of the “GTECH S.p.A. 2014-2020 Stock Option Plan reserved for employees” of GTECH S.p.A. and/or its subsidiaries, which form an integral and substantial part of this Application Form, and are hereby referred to in their entirety (also in the conventional terms and in the expressions), and that he/she accepts in full the terms, means and conditions by signing this Application Form, a copy of the Regulations themselves and a copy of the Grant Letter, all duly initialed on each page jointly with the sample of the Exercise Form;

GTECH SpA
Concessionaria dello Stato	Società coordinata e diretta da:
00154 Roma - Viale del Campo Boario, 56/D	De Agostini SpA
T +39 06 518991 F +39 06 51894300	Sede Legale: 28100 Novara
Cap. Soc. 174.936.243,00 €	Via G. da Verrazzano,15
P. IVA - Reg. Imp. Roma e C.F. 08028081001
REA 1117269

declares that he/she is aware of the fact, and accepts, that on July 31, 2014 he/she was informed through the Grant Letter of the granting of n. X Options for the subscription of an equal number of Shares;

declares that he/she is aware of the fact, and accepts, that the subscription Price of each Share will be equal to Euro 18.71;

LATEST DATE FOR THE DELIVERY OF THE APPLICATION FORM

September 12, 2014

undertakes pursuant to article 6.C.3 of the Code (as defined in the Regulations), and to Article 11 of the Regulations, as applicable only to Beneficiaries serving as Executive with Strategic Responsibilities, to retain for the entire duration of the Plan (i.e. until December 31, 2020) a quota of Shares (“N”) obtained through the following calculation: N = [( PN x NE ) – ( PSP x NE )] x 0.20 / PN.

Definitions are as follows:

· “PN” denotes “unit normal value”, that is the arithmetic average of the official prices of the Shares during the thirty day period prior to the vesting date of the Options;

· “NE” denotes the number of vested Options; and

· “PSP” denotes “strike price”, that is the unit exercise price of the Options;

confirms to all effects and under his/her exclusive responsibility that the personal details provided above are exact;

,
(Place)	(date)

		NAME

,
(Place)	(date)

		NAME

SAMPLE FORM FOR THE EXERCISE
OF THE OPTIONS GRANTED UNDER THE “GTECH S.p.A. 2014-2020
STOCK OPTION PLAN RESERVED FOR EMPLOYEES”

GTECH S.p.A.

Viale del Campo Boario, 56/d

Rome

The undersigned

Surname and name
Place and date of birth
Formal residence
Tax code

in his/her capacity as employee of the company (check one):

GTECH S.p.A., with registered office in Viale del Campo Boario, 56/D, Rome o

Or subsidiary of GTECH S.p.A. o

declares that he/she irrevocably exercises no. Options granted to him/her by GTECH S.p.A. on July 31, 2014, each of which gives the right to subscribe one Share and consequently,

requests to subscribe the corresponding number of GTECH S.p.A. Shares at a Price per Share, inclusive of both the nominal value and premium, of Euro [ ].

1 Total number of Granted Options reserved to the Beneficiary		2 Number of Options exercised		3 Unit subscription Price		4 Total price due from the Beneficiary
				Euro 18.71		Euro

undertakes , pursuant to Article 6.C.3 of the Code (as defined in the Regulation) and to Article 11 of the Regulations, as applicable only to Beneficiaries serving as Executives with Strategic Responsibilities, to retain for the entire duration of the Plan (i.e. until December 31, 2020) a quota of Shares “N” obtained through the following calculation: N = [(PN x NE) – (PSP x NE)] x 0.20 / PN.

Definitions are as follows :

· “PN” denotes “normal unit value”, that is the arithmetic average of the official prices of the Shares during the thirty day period prior to the vesting date of the Options;

· “NE” denotes the number of Option; and

· “PSP” stands for “strike price”, that is the unit exercise price of the Options;

confirms to all the effects of law and under his/her exclusive responsibility that the personal details provided above are exact;

requests that the Shares be registered in his/her name, in accordance with the personal details provided above;

requests that the Shares be delivered to securities account number account holder at [indicate complete coordinates for the account] .

,
(Place)	(date)

		NAME*

*[acknowledgement signature only]

Exhibit 99.7

Regulations of the

“Lottomatica Group 2011—2015 Share Allocation Plan reserved for

employees” of

Lottomatica Group S.p.A. and/or its subsidiaries

NOTICE

The laws and regulations regarding “soliciting for investment in securities” are not applicable to this offer of Shares, as the offer falls within the ambit of article 34-ter, paragraph 1, sub-paragraph m, of Regulation no. 11971 adopted through the Consob Resolution of 14 May 1999, as amended and supplemented (referred to hereafter as the “ Issuers’ Regulation ”).

Moreover, Beneficiaries (as defined below) who are US employees should represent and agree that: (a) (i) the offer and sale of the Shares and of the Additional Shares have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act” ), and it is the intention of the Company that the offer and sale of such securities be exempt from registration under the Securities Act and the rules and regulations promulgated thereunder; and (ii) the allocated Shares (and any part thereof or participation or interest therein) cannot be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of (including, without limitation, in connection with any hedging activities) unless they are registered under the Securities Act or an exemption from registration (including pursuant to any regulations under the Securities Act) is available, and the Company has no obligation to so register any such Shares; and (b) you will not directly or indirectly sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including, without limitation, in connection with any hedging activities) any allocated Shares (or of any part thereof or participation or interest therein) except where in accordance herewith and with applicable law, and in any case on the Milan Stock Exchange or in compliance with any applicable exemption available under the Securities Act.

Article 1

Introduction

The stockholders of Lottomatica Group S.p.A. (the “Company” ) resolved in an ordinary general meeting held on April 28, 2011, amongst other things, to approve the Plan and to grant every necessary or appropriate power to the Board of Directors to merely by way of example, (i) identify the beneficiaries from amongst the executives of Lottomatica Group S.p.A. and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries and assign to each one of them such number of Shares as deemed appropriate; (ii) determine the results and/or performance indicators on which delivery of the Shares is would be subject; (iii) establish each and every further term and condition for the Plan to be put into effect; (iv) drawing-up and approve, as well as amend these Regulations to the extent deemed necessary or appropriate; all of the above to be in conformity with the information provided in the informational memorandum published to the benefit of the Company’s stockholders in advance of the above said meeting and, if necessary, having consulted with the Compensation Committee.

To serve the Plan the Board of Directors, in its meeting of July 28, 2011, amongst other things, approved these Regulations, whose clauses are inseparable amongst themselves.

Article 2

Purposes of the Plan

The purposes of the Plan can be identified and summarized as follows:

· to focus the attention of the Beneficiaries (as defined below) on factors of strategic interest;

· to encourage the loyalty of the Beneficiaries;

· to link the compensation of the Beneficiaries to the creation of value for the Company’s stockholders;

· to increase the competitiveness of the Company and of the group it heads, enabling predetermined objectives to be reached;

· to ensure that the total compensation package of the Beneficiaries remains competitive on the market;

· to establish systems of variable compensation, particularly for Executivies with Strategic Responsibilities in accordance with the self-regulatory code of listed companies promoted by Borsa Italiana S.p.A. (hereinafter, the “ Code ”).

In the present Regulations, “group” shall mean the controlling company and the companies directly or indirectly controlled pursuant to the provisions in force from time to time.

Article 3

Subject of the Plan

The Plan involves a maximum aggregate number of 855,408 Shares which, at the Company’s discretion, shall be issued and/or assigned free of charge pursuant to Article 2349, paragraph 1 of the Italian civil code, and/or to the applicable buy-back plan, to specific employees of the Company and/or of its subsidiaries (the “Beneficiaries” ).

The Beneficiaries and the number of Shares to be individually allocated have been determined by the Company’s Board of Directors, in accordance with the provisions of Article 6 below.

Qualification of each Beneficiary as executive of the Company and/or of any of its Italian subsidiaries, or as Senior Vice Presidents, Vice Presidents, Key Directors or Managers of any of its foreign subsidiaries, at the time of the above Board resolution as well as when becoming a member of the Plan pursuant to Article 4 hereof is conditional upon such membership.

Under the Plan, the allocation and delivery of the Shares to the Beneficiaries shall be carried out during the periods indicated under Article 9 hereof, once the objectives described under Article 7 have been achieved and the other conditions provided in these Regulations have been satisfied.

The number of Shares which form part of the Plan shall be increased, if necessary above the total maximum described above, to the extent corresponding (i) to the gross amount of the dividends and reserves (in value terms), and/or, as the case may be, (ii) to the number of treasury stock that may possibly be distributed by the Company to the holders of Shares in the period between the date of the Allocation Letter and the effective date of delivery of the Shares established pursuant to Article 9; as a result, a number of additional Shares (the “Additional Shares” ) shall be allocated to each Beneficiary (i) having a value equivalent to the gross amount of the dividends and reserves, and/or (ii) equivalent to the number of own stock, that would have been distributed to him or her had the Shares to be allocated pursuant to the following Article 8 been allocated and delivered to him or her at the date of the Allocation Letter. In order to determine the number of Additional Shares arising from dividends and reserves to be allocated to the Beneficiaries, their unit value shall be conventionally equal to the arithmetic average of the official price of the Shares on the Mercato Telematico Azionario organized and run by Borsa Italiana S.p.A. in the 30 days preceding the respective detachment dates.

Article 4

Membership of the Plan

In accordance with the terms and conditions hereof, the Company’s Board of Directors has approved during the above said meeting the allocation of Shares to the Beneficiaries who have been informed through the Allocation Letter, of the number of Shares respectively allocated.

Beneficiaries who wish to become members the Plan must fill in, initial on each single page, sign and return to the Company a copy of the Allocation Letter, of the Application Form and of these Regulations, within the deadline indicated in the Allocation Letter.

The delivery by hand of the Allocation Letter and the above said attachments to the Beneficiaries who reside in Italy, as well as their returning such documents to the Company’s Department of Resources and Shared Services always by hand shall take place at the Company’s headquarters or at any of its secondary premises.

The delivery of the Allocation Letter and the above said attachments to the Beneficiaries who reside in countries other than Italy, as well as their returning such documents to the respective Corporate Human Resources Department shall take place in compliance with the laws and regulations applicable in those countries.

Failure to comply with the provisions under this Article 4 will cause the application to be invalid (also pursuant to Article 1326, paragraph 4 of the Italian civil code) and/or not receivable by the Company.

Article 5

Nature and characteristics of the Shares

The Shares and the Additional Shares are allocated free of charge: the Beneficiaries as a result will not be held liable to pay any amounts to the Company.

The Shares and the Additional Shares allocated to the Beneficiaries shall be freely disposable and therefore transferable, exception made for those Beneficiaries in their capacity as Executives with Strategic Responsibilities, to the extent set under Article 9 below.

In the event of the employment termination or of death of the Beneficiary, Articles 12 and 13 shall respectively apply, unless otherwise provided for pursuant to the Allocation Letter.

The Beneficiary recognizes and acknowledges that every benefit granted under the Plan is extraordinary and, as such, is not in any manner to be considered as an integral part of the Beneficiary’s normal compensation, nor may it be considered as the title to or ground for similar or additional benefits, whether within the Plan or any other plans that may be approved by the Company or otherwise, not even at the termination date of the Plan. Furthermore, the Plan as such does not bind the Company to keep the Beneficiary in its current employment.

Article 6

Criteria for the allocation of the Shares

The Board of Directors of the Company has identified the Beneficiaries from amongst the executives of Lottomatica Group S.p.A. and/or of its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of its foreign subsidiaries, and established the maximum number of Shares allocated to each one of them (the “ Allocated Shares ”) pursuant to the criteria indicated by the stockholders’ ordinary meeting on April 28, 2011. The number of Allocated Shares is communicated to each Beneficiary by means of the Allocation Letter.

For the purpose and to the effects of the Plan, the number of Allocated Shares may vary among the Beneficiaries; as a result, each Beneficiary hereby recognizes and accepts that the allocation of the Shares among the Beneficiaries cannot be argued.

Article 7

Targets

The actual delivery of the Allocated Shares and of the related Additional Shares shall be subject to the satisfaction of both the following conditions:

(i) that the Total Consolidated EBITDA (as defined below) reaches at least 90% of the targeted Total Consolidated EBITDA specified under Article 8 hereof, first part; and

(ii) that the Consolidated Net Financial Debt divided by the Consolidated EBITDA (both as defined below and relating to the financial year 2013), be no greater than 2.57.

If one or both of the above targets are not met, the Allocated Shares and, consequently, the Additional Shares shall be forfeited.

For the purposes of these Regulations:

· “Total Consolidated EBITDA” shall mean the aggregate of the Consolidated EBITDA for 2011, 2012 and 2013 financial years;

· “Consolidated Net Financial Debt” shall mean the long term financial debts, including the current portion of long term debts, and the short term financial debts, after deducting short term financial investments, cash and cash equivalents, other forms of cash, if any, such as restricted cash and cash held in escrow, as indicated in the “ nota illustrativa ” of the consolidated financial statements at December 31, 2013 approved by the Board of Directors of the Company. Quasi-equity borrowings (i.e. hybrid) are included in Consolidated Net Financial Debt.

Article 8

Amount of Shares to be delivered

Subject to satisfaction of the conditions under Article 7 hereof, points (i) and (ii), each Beneficiary shall have the right to receive,, according to the terms and conditions under the following Article 9, such number of Allocated Shares - assuming a targeted Total Consolidated EBITDA equal to Euro 2,767 million — to be determined as follow and as communicated by the Company per the below notification (the “ Vested Shares ”):

		Vested Shares to be delivered to each
% of targeted Total Consolidated		Beneficiary on the amount of Allocated
EBITDA achieved		Shares (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%
102.00%		94.00%
103.00%		96.00%
104.00%		98.00%
105.00%		100.00%

Note: for example, if the Total Consolidated EBITDA achieved is equal to 95% of the targeted one, the Beneficiary will have the right to receive 60% of the Allocated Shares. If the Total Consolidated EBITDA achieved is equal to 95.5% of the targeted one, the Beneficiary will always have the right to receive 60% of the Allocated Shares. In addition, each Beneficiary shall have the right to receive a number of Additional Shares to be determined according to Article 3 above. If not a whole number, the number of Vested Shares and of Additional Shares to be deliverd to each Beneficiary shall be rounded down to the nearest whole number.

The Company will notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the years 2011 and 2012 within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2011 and 2012 respectively. The Company will similarly notify the Beneficiaries of the amount of (i) Consolidated EBITDA achieved for the year 2013, (ii) Total Consolidated EBITDA, (iii) Consolidated Net Financial Debt as well as (iv) the result of the division pursuant to the above Article 7, point (ii), within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2013.

Article 9

Delivery of the Vested as well as Additional Shares and Cash Equivalent

The Company shall proceed to allocate and deliver to the Beneficiaries:

· not more than 50% of the Vested Shares and of the Additional Shares due pursuant to the above Article 8, within the 15 th day following the date on which the coupon relating to the dividend distribution resolved by the general stockholders’ meeting approving the Company’s financial statements at December 31, 2013 is detached or, alternatively, if the general stockholders’ meeting does not resolve the distribution of a dividend, within 15 days from the date of that meeting and in no cases later than December 31, 2014, unless otherwise provided for in the Allocation Letter (the “First Delivery Date” );

· the remaining Shares and aAdditional Shares due pursuant to the previous Article 8, after one year from the First Delivery Date and, in any case, not later than December 31, 2015 (the “ Second Delivery Date ”), except for what may be stated in the Allocation Letter.

The Shares and the Additional Shares shall be delivered to the Beneficiary in dematerialized form by crediting them on the security deposit account of the Beneficiary at least five days prior to the date of the stockholders’ general meeting to be held to approve the Company’s financial statements at December 31, 2013; the Beneficiary shall provide the Company with the details of the account to which any Cash Equivalent (as defined later) must be credited.

If the Company is not in the position required by the law to be able to issue the Shares and the Additional Shares and allocate them free of charge to the Beneficiaries, pursuant to article 2349, paragraph 1 of the Italian civil code, or to transfer to them free of charge an equivalent number of treasury stock, then the settlement with the Beneficiary, in any event within the First and Second Delivery Date, shall take place through the payment of an amount in cash equivalent to the value of the Vested Shares and of the Additional Shares that would deliverd to the Beneficiary (the “Cash Equivalent” ). For each Vested and Additional Shares the Cash Equivalent shall be the arithmetic average of the official price of the Company’s ordinary Shares on the Milan Stock Exchange ( Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A.) in the 30-day period preceding the 2013 dividend detachment date or, alternatively, if the general stockholders’ meeting does not resolve the distribution of a dividend, in the 30-day period preceding the date of that meeting. Whether the conditions required by law for the delivery of the Shares and of the Additional Shares exist or not, the Company may in any case alternatively decide to settle the value of the Shares and of the Additional Shares, in whole or in part, by the Cash Equivalent.

The delivery of the Shares, of the Additional Shares and of the Cash Equivalent is conditional upon the payment by the Beneficiary to the Employer of his/her share of the amounts that the Employer must withhold and pay to the tax authorities as withholding agent.

Pursuant to Art. 7.C.3 of the Code, each Beneficiary serving the Company or any of its subsidiaries in its capacity as an Executive with Strategic Responsabilities will be required to retain for three years following the First and Second Delivery Date a quota at least equal to 20% of the Shares and of the Additional Shares received, without the right to dispose of the same in whatsoever manner; similarly, 20% of the Cash Equivalent, if any, shall be invested, simultaneously with the receipt of the same, in Shares issued by the Company, to be retained for the same three-year term. The above provisions shall not apply in any of the circumstances set under Articles 12 and 13 hereof.

Article 10

Rights of the Shares

The Vested Shares and the Additional Shares shall have ordinary rights and as a consequence shall have rights equal to those of the other outstanding Shares at their date of issue.

Article 11

Costs and expenses

All costs relating to the issue and transfer of the Shares and of the Additional Shares to the Beneficiaries shall be borne by the Company. Every cost related to the securities accounts of the Beneficiaries referred to under Article 9 above shall, however, be borne exclusively by them. This does not have any effect on the provisions of Article 14 hereof.

Article 12

Termination of the employment

In principle the right of the Beneficiary to receive the Vested Shares and the Additional Shares is subject to its ongoing employment with its Employer.

Subject to Article 13 hereof and unless otherwise provided pursuant to the Allocation Letter:

(a) in the event that the employment is terminated for such disability of the Beneficiary as to prevent its continuation, the Beneficiary shall have the right to receive exclusively the Shares and the Additional Shares due to him or her pursuant to Articles 7 and 8 hereof at the time that the employment ceases, provided that the relevant targets were not even though not yet ascertained. The Company shall allocate and deliver the Shares and the Additional Shares by the First and Second Delivery Date, respectively;

(b) subject to any contrary mandatory provisions of law, in the event that the employment terminates for any reason (other than that described under paragraph (a) hereinabove), the Beneficiary will definitively lose — as the consignee receives the dismissal notice or resignation letter, or the employment is jointly resolved — the right to receive the Vested Shares and the Additional Shares not yet actually delivered to him/her, whether or not the objectives referred to under Article 7 above have been achieved and ascertained.

The Company’s Board of Directors may, in its discretional and unchallengeable judgment, as well as within the term established by it, deliver the Allocated Shares and the Additional Shares to the Beneficiary in a more ample manner than that provided for herein, or allocate to other Beneficiaries the Allocated Shares and the Additional Shares which become available after termination of the employment with one or more Beneficiaries.

Entitlement to the Allocated Shares and to the Additional Shares will not be prejudiced should the Beneficiary move from the Company to one of its subsidiaries or vice versa, or move from one subsidiary to another, provided that he/she remains an employee of an Employer.

Subject to any terms and conditions referred to under the Allocation Letter, in the event of a Change in Control (as defined below) of the Company prior to the termination of the employment for any cause whatsoever, the Board of Directors may take such actions as it deems appropriate and fair to safeguard the purposes of the Plan and to protect the Beneficiaries, including, without limitations, the granting to the Beneficiary of the right to receive the whole number of Allocated Shares indicated in the Allocation Letter and the related Additional Shares, irrespective of whether at the time the Change in Control takes place the targets under Article 7 have been reached or not. In such an event, the Company shall deliver the Shares and the Additional Shares to the Beneficiary within the term to be determined by the Board itself and, in any case, not lower than thirty days from the date the Change of Control effectively occurred.

For purposes hereof “ Change in Control ” means the happening of any of the following:

(b) execution of a final and binding agreement of (i) merger or business combination of the Company into or with another person, other than De Agostini S.p.A. and its subsidiaries, if (A) a majority of the directors of the surviving person were not directors of the Company immediately prior to the effective date of such merger or business combination, or (B) the persons that jointly controlled the Company prior to the effective date of such merger or business combination, thereafter come to beneficially own, directly or indirectly, less than 50% of the combined voting rights of the then outstanding stock capital of the surviving person for the appointment of the relevant managing body; or (ii) sale or other even temporary disposition of all or substantially all of the assets of the Company to one or more persons jointly among them, if the voting rights to appoint the managing bod(ies) of such person(s) are not at least 50% beneficially owned, directly or indirectly, by the Company and/or any of its controlling persons and/or respective subsidiaries or affiliates;

c) the control relationship ceases between the Company and the Employer of the Beneficiary.

For purposes of the definition of “Change in Control”, “person” means: an individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental entity or other entity of any kind or nature.

Article 13

Death of the Beneficiary

In case of death of the Beneficiary, his or her heirs shall have the same rights as the Beneficiary at the time of his or her death, pursuant to Article 12, sub-paragraph a). As a result, the heirs shall have the right to receive exclusively the Shares and the Additional Shares due to the Beneficiary at the time of death, so the Shares or Additional Shares in relation to which targets have been achieved although not yet ascertained. The Company shall deliver the Shares and the Additional Shares due (or alternatively the Cash Equivalent) by the First and the Second Delivery Date, respectively by crediting these on the accounts that the Beneficiary may have indicated pursuant to Article 9, second paragraph; alternatively, if the Beneficiary has not provided details of these accounts by the time of his or her death, the delivery shall be made in favor of the Beneficiary’s heirs or successors in a specific capacity, on the basis of the appropriate documentation proving their legitimate position under the law as heirs or successors in a specific capacity.

Article 14

Tax regime for the Shares

Notwithstanding Article 11 hereof, the income taxes of the Beneficiary (and the severance and assistance contributions — where applicable - to be borne by the employee by law) relating to (i) the delivery of the Shares and of the Additional Shares and the possible subsequent sale of them, and (ii) the payment of the Cash Equivalent, shall be borne by the Beneficiary. Accordingly, at the time of the delivery of the Shares and of the Additional Shares, or of the payment of the Cash Equivalent, in case the withholdings (for tax, social security contributions, etc.) were due under the applicable law, the Beneficiary shall be obliged to provide the funds necessary to allow the Employer to make the payments due by it as withholding agent.

Article 15

Additional incentive instruments

The Plan shall not in any way limit the faculty of the Company to adopt new incentive plans or similar ones, including those reserved for subjects other than the Beneficiaries.

Article 16

Duration of the Plan

The Plan shall in any event terminate no later than December 31, 2015, even in the case that one or more Shares or Additional Shares have not yet been delivered by that date. The non disposal provision set under Article 9 above for the Executives with Strategic Responsibilities shall anyway survive so long as provided thereunder.

Article 17

Review of the Regulations

In the event of Company’s capital increases, either free of charge or for consideration (except where serving stock incentive plans), splits or reverse splits, significant reserve distributions, mergers, demergers, exclusion of the Shares from the official listing on the Milan Stock Exchange (or other regulated market), changes in legislation or regulations, or any other events likely to prejudice the Shares, the achievement of the Plan’s targets or, more generally, the Plan itself, the Board of Directors of the Company shall amend and/or supplement the Regulations as deemed necessary and/or appropriate to keep the essential contents of the Plan as unaltered as possible, including the permission to recive the Shares and/or the Additional Shares in advance and/or dispose of the same, or of the Cash Equivalent resulting therefrom, notwithstanding the restrictions imposed on certain Beneficiaries in their capacity as Executives with Strategic Responsibilities, pursuant to Article 9 hereof.

Notwithstanding anything herein to the contrary, no amendment to or modification of the Regulations or, as the case may be, the Allocation Letter or any of its attachments, shall have an adverse effect on the rights of the Beneficiary in relation with his/her outstanding Share award without the consent of the same Beneficiary.

Article 18

Confidentiality

Any information regarding the names of the Beneficiaries, the number of Shares allocated to each of them, the agreements with the Company as well as the covenants applicable to single Beneficiaries or any other agreements to which each Beneficiary may be a party, shall be kept strictly confidential and, as a result, shall not be communicated, revealed, disseminated, delivered and/or transferred in any way whatsoever to other Beneficiaries or to third parties for the entire duration of the Plan, to the extent permitted by the law and by any self-regulatory codes adopted by the Company.

Article 19

Applicable law

These Regulations shall be governed by the Italian law.

Article 20

Disputes

Any such dispute or controversy shall anyway be subject to the exclusive competence of the Courts of Rome.

* * *

Rome, July 28, 2011
	For the Board of Directors
	(The Chairman)

Exhibit 99.8

Regulations of the

“Lottomatica Group 2012—2016 Share Allocation Plan reserved for employees” of

Lottomatica Group S.p.A. and/or its subsidiaries

NOTICE

The laws and regulations regarding “soliciting for investment in securities” are not applicable to this offer of Shares, as the offer falls within the ambit of Article 34- ter , paragraph 1, sub-paragraph “m”, of Regulation no. 11971 adopted through the Consob Resolution of 14 May 1999, as amended and supplemented (referred to hereafter as the “ Issuers’ Regulation ”).

Moreover, Beneficiaries (as defined below) who are US employees should represent and agree that: (a) the offer and sale of the Shares and of the Additional Shares has not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act” ), and it is the intention of the Company that the offer and sale of such securities be exempt from registration under the Securities Act and the rules and regulations promulgated thereunder; and (b) the allocated Shares (and any part thereof or participation or interest therein) cannot be sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of (including, without limitation, in connection with any hedging activities) unless they are registered under the Securities Act or an exemption from registration (including pursuant to any regulations under the Securities Act) is available, and the Company has no obligation to so register any such Shares; and (c) you will not directly or indirectly sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of (including, without limitation, in connection with any hedging activities) any allocated Shares (or of any part thereof or participation or interest therein) except where in accordance herewith and with applicable law, and in any case on the Milan Stock Exchange or in compliance with any applicable exemption available under the Securities Act.

Article 1

Introduction

The stockholders of Lottomatica Group S.p.A. (the “Company” ) resolved in an ordinary general meeting held on May 9, 2012, amongst other things, to approve the Plan and to grant every necessary or appropriate power to the Board of Directors to merely by way of example, (i) identify the beneficiaries from amongst the executives of the Company and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries, including GTECH Corporation (“ GTECH ”), and assign to each one of them such number of Shares as deemed appropriate; (ii) determine the results and/or performance indicators on which delivery of the Shares is would be subject; (iii) establish each and every further term and condition for the Plan to be put into effect; (iv) drawing-up and approve, as well as amend these Regulations to the extent deemed necessary or appropriate; all of the above to be in conformity with the information provided in the informational memorandum published to the benefit of the Company’s stockholders in advance of the above said meeting and, if necessary, having consulted with the Compensation Committee.

To serve the Plan, the Board of Directors, in its meeting of July 26, 2012, amongst other things, approved these Regulations, whose clauses are inseparable amongst themselves.

Article 2

Purposes of the Plan

The purposes of the Plan can be identified and summarized as follows:

· to focus the attention of the Beneficiaries (as defined below) on factors of strategic interest for the Company;

· to encourage the loyalty of the Beneficiaries and provding a mechanism for incentivizing their stay within the group headed by the Company;

· to link the compensation of the Beneficiaries to the creation of value for the Company’s stockholders;

· to increase the competitiveness of the Company and of the group it heads, enabling pre-determined objectives to be reached;

· to ensure that the total compensation package of the Beneficiaries remains competitive with the market;

In the present Regulations, “group” shall mean the controlling company and the companies directly or indirectly controlled pursuant to the provisions in force from time to time.

Article 3

Subject of the Plan

The Plan involves a maximum aggregate number of 809,639 Shares which, at the Company’s discretion, shall be issued and/or assigned free of charge pursuant to Article 2349, paragraph 1 of the Italian civil code, and/or to the applicable buy-back plan, to specific employees of the Company and/or of its subsidiaries (the “Beneficiaries” ).

The Beneficiaries and the number of Shares to be individually allocated have been determined by the Company’s Board of Directors, in accordance with the provisions of Article 6 below.

The number of Shares under the Plan shall be increased, if necessary above the total maximum number indicated above, to the extent corresponding (i) to the gross amount of the dividends and reserves (in terms of value), and/or, as the case may be, (ii) to the number of treasury stock that may possibly be distributed by the Company to the holders of Shares in the period between the date of the Allocation Letter and the effective date of delivery of the Shares established pursuant to Article 9; as a result, a number of additional Shares (the “Additional Shares” ) shall be allocated to each Beneficiary (i) having a value equal to the gross amount of the dividends and reserves, and/or (ii) equal to the number of own stock, that would have been distributed to him or her had the Shares been allocated pursuant to the following Article 8 been allocated and delivered to him or her at the date of the Allocation Letter. In order to determine the number of Additional Shares arising from dividends and reserves to be allocated to the Beneficiaries, their unit value shall be conventionally equal to the arithmetic average of the official price of the Shares on the Mercato Telematico Azionario organized and run by Borsa Italiana S.p.A. in the 30 days preceding the respective detachment dates.

Article 4

Membership of the Plan

In accordance with the terms and conditions hereof, the Company’s Board of Directors has approved during the above said meeting of July 26, 2012 the allocation of Shares to the Beneficiaries who have been informed through the Allocation Letter on the number of Shares respectively allocated.

Beneficiaries who wish to become members of the Plan must fill in, initial on each single page, sign and return to the Company a copy of the Allocation Letter, of the Application Form and of these Regulations, within the deadline indicated in the Allocation Letter.

Delivery of the Allocation Letter and the above said attachments to the Beneficiaries who reside in Italy, as well as their returning such documents to the Company’s Department of Resources and Shared Services shall take place by hand at the Company’s headquarters or at any of its secondary premises.

Delivery of the Allocation Letter and the above said attachments to the Beneficiaries residing in countries other than Italy, as well as their returning such documents to the respective Corporate Human Resources Departments shall take place in compliance with the laws and regulations applicable in those countries.

Article 5

Nature and characteristics of the Shares

Shares and Additional Shares are allocated free of charge: as a result Beneficiaries will not be held liable to pay any amounts to the Company.

The Shares and the Additional Shares allocated to the Beneficiaries shall be freely disposable and therefore transferable, exception made for those Beneficiaries identified as Executives with Strategic Responsibilities, to the extent set under Article 9 below.

In the event of employment termination or of death of the Beneficiary, Articles 12 and 13 shall respectively apply, unless otherwise provided by the Allocation Letter.

The Beneficiary recognizes and acknowledges that every benefit granted under the Plan is extraordinary and, as such, is not in any manner to be considered as an integral part of the Beneficiary’s ordinary compensation, nor may it be considered as title to or ground for similar or additional benefits, whether within the Plan or any other plans that may be approved by the Company or otherwise, not even at the termination date of the Plan. Furthermore, the Plan as such does not bind the Company to keep the Beneficiary employed.

Article 6

Criteria for the allocation of the Shares

The Board of Directors of the Company has identified the Beneficiaries from amongst the executives of the Company and/or of its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of its foreign subsidiaries, and established the maximum number of Shares allocated to each one of them (the “ Allocated Shares ”) pursuant to the criteria indicated by the Shareholders’ ordinary Meeting on May 9, 2012. The number of Allocated Shares is communicated to each Beneficiary by means of the Allocation Letter.

Article 7

Targets

The actual delivery of the Allocated Shares and of the related Additional Shares shall be subject to the satisfaction of both the following conditions:

(i)		that the Total Consolidated EBITDA (as defined below) reaches at least 90% of the targeted Total Consolidated EBITDA specified under Article 8 hereof, first part; and
(ii)		that the Consolidated Net Financial Position divided by the Consolidated EBITDA (both as defined below and relating to the financial year 2014), be no greater than 2.01.

If one or both of the above targets are not met, the Allocated Shares and, consequently, the Additional Shares shall be forfeited.

For the purposes of these Regulations:

· “Total Consolidated EBITDA” shall mean the aggregate of the Consolidated EBITDA for 2012, 2013 and 2014 financial years;

Article 8

Amount of Shares to be delivered

Subject to satisfaction of the conditions under Article 7 hereof, points (i) and (ii), each Beneficiary shall have the right to receive, according to the terms and conditions under the following Article 9, such number of Allocated Shares - assuming a targeted Total Consolidated EBITDA equal to Euro 3,185 million — to be determined as follows and as communicated by the Company per the below notification (the “ Vested Shares ”):

% of targeted Total Consolidated EBITDA achieved		Vested Shares to be delivered to each Beneficiary on the amount of Allocated Shares (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%
102.00%		94.00%
103.00%		96.00%
104.00%		98.00%
105.00%		100.00%

Note: for example, if the Total Consolidated EBITDA achieved is equal to 95% of the targeted one, the Beneficiary will have the right to receive 60% of the Allocated Shares. If the Total Consolidated EBITDA achieved is equal to 95.5% of the targeted one, the Beneficiary will always have the right to receive 60% of the Allocated Shares. In addition, each Beneficiary shall have the right to receive a number of Additional Shares to be determined according to Article 3 above. If not a whole number, the number of Vested Shares and of Additional Shares to be delivered to each Beneficiary shall be rounded down to the nearest whole number.

The Company will notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the years 2012 and 2013 within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2012 and 2013 respectively. The Company will similarly notify the Beneficiaries of the amount of (i) Consolidated EBITDA achieved for the year 2014, (ii) Total Consolidated EBITDA, (iii) Consolidated Net Financial Position as well as (iv) the result of the division pursuant to the above Article 7, point (ii), within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2014.

Article 9

Delivery of the Vested as well as Additional Shares and Cash Equivalent

The Company shall allocate and deliver to the Beneficiaries:

· not more than 50% of the Vested Shares and of the Additional Shares due pursuant to the above Article 8, within the 15 th day following the date on which the coupon relating to the dividend distribution resolved by the general Shareholders’ Meeting approving the Company’s financial statements at December 31, 2014 is detached or, alternatively, if the general Shareholders’ Meeting does not resolve the distribution of a dividend, within 15 days from the date of that meeting and in no case later than December 31, 2015, unless otherwise provided for in the Allocation Letter (the “First Delivery Date” );

· the remaining Shares and Additional Shares due pursuant to the previous under Article 8, after one year from the First Delivery Date and, in any case, not later than December 31, 2016 (the “ Second Delivery Date ”), except for what may be stated under the Allocation Letter.

Shares and Additional Shares shall be delivered to the Beneficiary in dematerialized form by crediting them on the security deposit account of the Beneficiary at least five days prior to the date of the general Shareholders’ Meeting to be held to approve the Company’s financial statements as at December 31, 2014; the Beneficiary shall provide the Company with the details of the account to which any Cash Equivalent (as defined later) must be credited.

If the Company is not in the position required by the law to be able to issue the Shares and the Additional Shares and allocate them free of charge to the Beneficiaries, pursuant to Article 2349, paragraph 1, of the Italian civil code, or to transfer to them free of charge an equivalent number of treasury stock, then the settlement with the Beneficiary, in any event within the First and Second Delivery Date, shall take place through the payment of an amount in cash equal to the value of the Vested Shares and of the Additional Shares that would be delivered to the Beneficiary (the “Cash Equivalent” ). For each Vested and Additional Share the Cash Equivalent shall be the arithmetic average of the official price of the Company’s ordinary Shares on the Milan Stock Exchange ( Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A.) in the 30-day period preceding the 2014 dividend detachment date or, alternatively, if the general Shareholders’ Meeting does not resolve the distribution of a dividend, in the 30-day period preceding the date of such meeting. Whether the conditions required by law for the delivery of the Shares and of the Additional Shares are met or not, the Company may in any case alternatively decide to settle the value of the Shares and of the Additional Shares, in whole or in part, by the Cash Equivalent.

The delivery of Shares, of Additional Shares and of Cash Equivalent is conditional upon the payment by the Beneficiary to the Employer of his/her share of the amounts that the Employer must withhold and pay to the tax authorities as withholding agent.

Pursuant to Article 6.C.3 of the Code, each Beneficiary serving the Company or any of its subsidiaries as an Executive with Strategic Responsibilities, will be required to retain for three years following the First and Second Delivery Date a quota at least equal to 20% of the Shares and of the Additional Shares received, without the right to dispose of the same in whatsoever manner; similarly, 20% of the Cash Equivalent, if any, shall be invested, simultaneously with the receipt of the same, in Shares issued by the Company, to be retained for the same three-year term. The above provisions shall not apply in any of the circumstances set under Articles 12 and 13 hereof.

Article 10

Rights of the Shares

Vested Shares and Additional Shares shall have ordinary rights and, as a consequence, shall have rights equal to those of the other outstanding Shares at their date of issue.

Article 11

Costs and expenses

All costs relating to the issue and transfer of Shares and of Additional Shares to the Beneficiaries shall be borne by the Company. Every cost related to the securities accounts of the Beneficiaries referred to under Article 9 above shall, however, be borne exclusively by them. This does not have any effect on the provisions of Article 14 hereof.

Article 12

Termination of the employment

In principle, the right of the Beneficiary to receive Vested Shares and Additional Shares is subject to its ongoing employment with its Employer.

Subject to Article 13 hereof and unless otherwise provided under the Allocation Letter:

(a) in the event that the employment be terminated for such disability of the Beneficiary as to prevent its continuation, the Beneficiary shall have the right to exclusively receive the Shares and the Additional Shares due to him or her pursuant to Articles 7 and 8 hereof at the time the employment ceases, provided that the relevant targets were met though not yet ascertained. The Company shall allocate and deliver the Shares and the Additional Shares by the First and Second Delivery Date, respectively;

(b) save for any contrary mandatory provisions of law, in the event that the employment terminates for any reason (other than that described under paragraph (a) hereinabove), the Beneficiary will definitively lose — as the consignee receives the dismissal notice or resignation letter, or the employment is jointly resolved — the right to receive the Vested Shares and the Additional Shares not yet actually delivered to him/her, whether or not the targets referred to under Article 7 above have been achieved and ascertained.

The Company’s Board of Directors may, in its discretional and unchallengeable judgment, as well as within the term set by it, deliver the Allocated Shares and the Additional Shares to the Beneficiary as well as to his/her heirs and successors, in a more ample manner than that provided for herein, or allocate to other Beneficiaries the Allocated Shares and the Additional Shares which become available after termination of the employment with one or more Beneficiaries.

Subject to any term and condition referred to under the Allocation Letter, in the event of a Change in Control (as defined below) of the Company prior to the termination of the employment relationship for any cause whatsoever, the Board of Directors may take such actions as it deems appropriate and fair to safeguard the purposes of the Plan and to protect the Beneficiaries, including, without limitations, granting to the Beneficiary the right to receive the entire number of Allocated Shares indicated in the Allocation Letter and the related Additional Shares, regardless of whether at the time the Change in Control takes place the targets under Article 7 have been met or not. In such an event, the Company shall deliver the Shares and the Additional Shares to the Beneficiary within the term to be determined by the Board itself and, in any case, not less than thirty days from the date the Change of Control effectively occurred.

For purposes hereof “ Change in Control ” means the happening of any of the following:

(b) execution of a final and binding agreement of (i) merger or business combination of the Company into or with another person, other than De Agostini S.p.A. and its subsidiaries, if (A) a majority of the directors of the resulting company or other business combination were not directors of the Company immediately prior to the effective date of such transaction, or (B) the persons that jointly controlled the Company prior to the effective date of such merger or business combination, thereafter come to beneficially own, directly or indirectly, less than 50% of the combined voting rights of the then outstanding stock capital of the surviving person for the appointment of the relevant managing body; or (ii) sale or other even temporary disposition of all or substantially all of the assets of the Company to one or more persons jointly among them, if the voting rights to appoint the managing body/bodies of such person(s) are not at least 50% beneficially owned, directly or indirectly, by the Company and/or any of its controlling persons and/or respective subsidiaries or affiliates;

c) the control relationship ceases between the Company and the Employer of the Beneficiary if other than the Company.

For purposes of the definition of “Change in Control”, “ person ” means: an individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental entity or other entity of any kind or nature.

Article 13

Death of the Beneficiary

In case of death of the Beneficiary, his or her heirs shall have the same rights as the Beneficiary at the time of his or her death, pursuant to Article 12, sub-paragraph a). As a result, heirs shall have the right to receive only the Shares and the Additional Shares due to the Beneficiary at the time of death, that is the Shares or Additional Shares in relation to which targets have been achieved although not yet ascertained. The Company shall deliver the Shares and the Additional Shares due (or alternatively the Cash Equivalent) by the First and the Second Delivery Date, respectively by crediting them on the accounts that the Beneficiary may have indicated pursuant to Article 9, second paragraph; alternatively, if the Beneficiary has not provided details of these accounts by the time of his or her death, the delivery shall be made in favor of the Beneficiary’s heirs or successors in a specific capacity, on the basis of the appropriate documentation proving their legitimate position under the law as heirs or successors in a specific capacity.

Article 14

Tax regime for the Shares

The income taxes of the Beneficiary (and the severance and assistance contributions — where applicable - to be borne by the employee by law) relating to (i) the delivery of the Shares and of the Additional Shares and their possible subsequent sale, and (ii) the payment of the Cash Equivalent, shall be borne by the Beneficiary. Accordingly, upon delivery of the Shares and of the Additional Shares, or of the payment of the Cash Equivalent, in case withholdings (for tax, social security contributions, etc.) were due under the applicable law, the Beneficiary shall be obliged to provide the necessary funds to allow the Employer to make the payments due as withholding agent.

Article 15

Additional incentive instruments

The Plan shall not in any way limit the faculty of the Company to adopt new incentive plans or similar ones, including those reserved for subjects other than the Beneficiaries.

Article 16

Duration of the Plan

The Plan shall in any event terminate no later than December 31, 2016, even in the event that one or more Shares or Additional Shares have not yet been delivered by that date. The non disposal provision set under Article 9 above for the Executives with Strategic Responsibilities shall anyway survive so long as provided thereunder.

Article 17

Review of the Regulations

In the event of the Company undertaking capital increases, either free of charge or for consideration (except where serving stock incentive plans), splits or reverse splits, significant reserve distributions, mergers, demergers, exclusion of the Shares from the official listing on the Milan Stock Exchange (or other regulated market), changes in legislation or regulations, or any other extraordinary event likely to prejudice the Shares, the achievement of the Plan’s targets or, more generally, the Plan itself, the Board of Directors of the Company shall amend and/or supplement the Regulations as deemed necessary and/or appropriate to keep the essential contents of the Plan as unaltered as possible, including the permission to receive the Shares and/or the Additional Shares in advance and/or dispose of the same, or of the Cash Equivalent resulting therefrom, notwithstanding the restrictions imposed on certain Beneficiaries in their capacity as Executives with Strategic Responsibilities, pursuant to Article 9 hereof.

Article 18

Confidentiality

Any information on the names of the Beneficiaries, the number of Shares allocated to each of them, the agreements with the Company as well as the covenants applicable to single Beneficiaries or any other agreements to which each Beneficiary may be a party, shall be kept strictly confidential and, as a result, shall not be communicated, revealed, disseminated, delivered and/or transferred in any way whatsoever to other Beneficiaries or to third parties for the entire duration of the Plan, to the extent permitted by the law and by any self-regulatory codes adopted by the Company.

Article 19

Applicable law

These Regulations shall be governed by the Italian law.

Article 20

Disputes

Any such dispute or controversy shall anyway be subject to the exclusive competence of the Courts of Rome.

* * *

Rome, July 26, 2012
		For the Board of Directors
		(The Chairman)


For review and acceptance


,
(Place)	(date)	X

APPLICATION FORM

FOR MEMBERSHIP OF THE “LOTTOMATICA GROUP 2012—2016 SHARE ALLOCATION PLAN RESERVED FOR EMPLOYEES”

Lottomatica Group S.p.A.

Viale del Campo Boario, 56/d

Rome

The undersigned

Surname and name		X
Place and date of birth
Residence
Tax code

in his/her capacity as employee of the company (choose one):

Lottomatica Group S.p.A., with registered office in Viale Del Campo Boario, 56/D, Rome

subsidiary of Lottomatica Group S.p.A.:

declares that he/she has reviewed and obtained full knowledge of the Regulations of the “Lottomatica Group 2012-2016 Share Allocation Plan reserved for employees” of Lottomatica Group S.p.A. and/or its subsidiaries, which form an integral and substantial part of this Application Form, and are hereby referred to in their entirety (also in the conventional terms and in the expressions), and that he/she accepts in full the terms, means and conditions provided therein by signing this Application Form, a copy of the Regulations themselves and a copy of the Allocation Letter all duly initialed on each page;

declares that he/she is aware of the fact, and accepts, that the right to receive by way of allocation an overall maximum number of X Shares was notified on July 26, 2012 to the undersigned through the Allocation Letter;

declares that he/she will pay its share of the amounts which the Company and/or its subsidiaries are obligated to withhold under applicable United States federal, state, and local, and/or Italian and/or other applicable legislation tax withholding requirements, as the case may be, by the First and Second Delivery Date established pursuant to Article 9 of the Regulations ;

declares that he/she is aware that this Application Form must be lodged with Lottomatica Group S.p.A. at the Company’s Department of Resources and Shared Services, or at any other competent Human Resource Department, as the case may be, by and not later than the date indicated below; failure to meet this deadline will lead to the loss of rights to the allocation of the Shares:

LATEST DATE FOR THE DELIVERY OF THE APPLICATION FORM

September 17, 2012

undertakes pursuant to Article 6.C.3 of the Code (as defined in the Regulations) and to Article 9 of the Regulations, to retain for three years following the First and Second Delivery Date a quota equal to at least 20% of the Shares and of the Additional Shares received, without the right to dispose of the same in whatsoever manner [only applicable to Beneficiaries serving as Executives with Strategic Responsibilities , as defined under Article 9 of the Regulations ]

confirms to all effects and under his or her exclusive responsibility that the personal details provided above are exact;

confirms that he/she is aware of and accepts that this Application Form shall fail to be effective, also pursuant to Article 1326, paragraph 4, of the Italian Civil Code, should it or the Allocation Letter or any of the other attachments thereto be incomplete, i.e. not duly completed or signed in all parts;

confirms to have received by hand the Allocation Letter and its attachments, as well as initialed on each page, and where so requested filled-in, undersigned and returned them by hand to the Company at the registered offices of Lottomatica Group S.p.A. or any of its secondary premises [only applicable to Italian based employees of Lottomatica Group S.p.A. or of any of its Italian subsidiaries ]

requests that Lottomatica Group S.p.A. acknowledges to him or her receipt of this Application Form and of the other connected documents, as well as membership of the Plan, by signing a copy of this Application Form.

,
(Place)	(date)


		X

Pursuant to and to the effects of Articles 1341 and 1342 of the Italian Civil Code, the Beneficiary states that he/she specifically approves in writing the following articles of the Regulations: Article 3 (Subject of the Plan); Article 4 (Membership of the Plan); Article 5 (Nature and characteristics of the Shares); Article 6 (Criteria for the allocation of the Shares); Article 7 (Targets); Article 8 (Amount of Shares to be delivered); Article 9 (Delivery of the Vested as well as Additional Shares and Cash Equivalent); article 11 (Costs and expenses); Article 12 (Termination of the employment); Article 13 (Death of the Beneficiary); Article 14 (Tax regime for the Shares); Article 15 (Additional incentive instruments); Article 16 (Duration of the Plan); Article 17 (Review of the Regulations); Article 18 (Confidentiality); Article 20 (Disputes).

,
(Place)	(date)


		X

Exhibit 99.9

Regulations of the

“GTECH S.p.A. 2013—2017 Share Allocation Plan reserved for employees” of

GTECH S.p.A. and/or its subsidiaries

Concessionaria dello Stato
00154 Roma - Viale del Campo Boario, 56/D
T +39 06 518991 F +39 06 51894300
Capitale sociale Euro 173.726.855,00
Partita IVA, codice fiscale e reg. imprese Roma n. 08028081001

Sottoposta all’attività
di direzione e coordinamento di
De Agostini S.p.A
Sede legale: 28100 Novara
Via G. da Verrazzano, 15

NOTICE

Article 1

Introduction

The shareholders of GTECH S.p.A. (also referred to as, the “Company” ) resolved in an ordinary general meeting held on May 8, 2013, amongst other things, to approve the Plan and to grant every necessary or appropriate power to the Board of Directors to merely by way of example, (i) identify the beneficiaries from amongst the executives of the Company and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries, and assign to each one of them such number of Shares as deemed appropriate; (ii) determine the results and/or performance indicators on which delivery of the Shares is would be subject; (iii) establish each and every further term and condition for the Plan to be put into effect; (iv) drawing-up and approve, as well as amend these Regulations to the extent deemed necessary or appropriate; all of the above to be in conformity with the information provided in the informational memorandum published to the benefit of the Company’s shareholders in advance of the above said meeting and, if necessary, having consulted with the Compensation and Nomination Committee.

To serve the Plan, the Board of Directors, in its meeting of July 30, 2013, amongst other things, approved these Regulations, whose clauses are inseparable amongst themselves.

Article 2

Purposes of the Plan

The purposes of the Plan can be identified and summarized as follows:

· to focus the attention of the Beneficiaries (as defined below) on factors of strategic interest for the Company;

· to encourage the loyalty of the Beneficiaries and providing a mechanism for incentivizing their stay within the group headed by the Company;

· to link the compensation of the Beneficiaries to the creation of value for the Company’s shareholders;

· to increase the competitiveness of the Company and of the group it heads, enabling pre-determined objectives to be reached;

· to ensure that the total compensation package of the Beneficiaries remains competitive with the market;

In these Regulations, “group” shall mean the controlling company and the companies directly or indirectly controlled pursuant to the provisions in force from time to time.

Article 3

Subject of the Plan

The Plan involves a maximum aggregate number of 642,384 Shares which, at the Company’s discretion, shall be issued and/or assigned free of charge pursuant to Article 2349, paragraph 1 of the Italian civil code, and/or to the applicable buy-back plan, to specific employees of the Company and/or of its subsidiaries (the “Beneficiaries” ).

The Beneficiaries and the number of Shares to be individually allocated have been determined by the Company’s Board of Directors, in accordance with the provisions of Article 6 below.

Qualification of each Beneficiary as an executive of the Company and/or of any of its Italian subsidiaries, or as Senior Vice Presidents, Vice Presidents, Key Directors or Managers of any of its foreign subsidiaries at the time of the above Board resolution as well as when becoming a member of the Plan pursuant to Article 4 hereof is conditional upon such membership. In extraordinary cases selected by the chairman of the Board of Directors, newly hired employees within December 31, 2013, qualifying as above, may be admitted as Beneficiaries by no later than the date of their hiring, provided that there are enough available Shares.

Article 4

Membership of the Plan

In accordance with the terms and conditions hereof, the Company’s Board of Directors has approved during the above said meeting of July 30, 2013 the allocation of Shares to the Beneficiaries who have been informed through the Allocation Letter on the number of Shares respectively allocated.

Beneficiaries who wish to become members of the Plan must complete, initial on each single page, sign and return to the Company a copy of the Allocation Letter, of the Application Form and of these Regulations, within the deadline indicated in the Allocation Letter.

Article 5

Nature and characteristics of the Shares

Shares and Additional Shares are allocated free of charge: as a result Beneficiaries will not be held liable to pay any amounts to the Company.

In the event of employment termination or of death of the Beneficiary, Articles 12 and 13 shall respectively apply, unless otherwise provided by the Allocation Letter.

The Beneficiary recognizes and acknowledges that every benefit granted under the Plan is extraordinary and, as such, is not in any manner to be considered as an integral part of the Beneficiary’s ordinary compensation, nor may it be considered as title to or ground for similar or additional benefits, whether within the Plan or any other plans that may be approved by the Company or otherwise, not even at the termination date of the Plan. Furthermore, the Plan as such does not bind the Company to keep the Beneficiary employed.

Article 6

Criteria for the allocation of the Shares

The Board of Directors of the Company has identified the Beneficiaries from amongst the executives of the Company and/or of its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of its foreign subsidiaries, and established the maximum number of Shares allocated to each one of them (the “ Allocated Shares ”) pursuant to the criteria indicated by the Shareholders’ ordinary Meeting on May 8, 2013. The number of Allocated Shares is communicated to each Beneficiary by means of the Allocation Letter.

Article 7

Targets

The actual delivery of the Allocated Shares and of the related Additional Shares shall be subject to the satisfaction of both the following conditions:

(i) that the Total Consolidated EBITDA (as defined below) reaches at least 90% of the targeted Total Consolidated EBITDA specified under Article 8 hereof, first part; and

(ii) that the Consolidated Net Financial Position divided by the Consolidated EBITDA (both as defined below and relating to the financial year 2015), be no greater than 2.05.

If one or both of the above targets are not met, the Allocated Shares and, consequently, the Additional Shares shall be forfeited.

For the purposes of these Regulations:

· “Total Consolidated EBITDA” shall mean the aggregate of the Consolidated EBITDA for 2013, 2014 and 2015 financial years;

· “Consolidated Net Financial Position” shall mean the long term financial debts, including the current portion of long term debts, and the short term financial debts, after having subtracted short term financial investments, cash and cash equivalents, as indicated in the “ nota illustrativa ” of the consolidated financial statements approved by the Board of Directors of the Company. Quasi-equity borrowings (i.e. hybrid) are included in Consolidated Net Financial Position.

Article 8

Amount of Shares to be delivered

Subject to satisfaction of the conditions under Article 7 hereof, points (i) and (ii), each Beneficiary shall have the right to receive, according to the terms and conditions under the following Article 9, such number of Allocated Shares - assuming a targeted Total Consolidated EBITDA equal to Euro 3,299 million — to be determined as follows and as communicated by the Company per the below notification (the “ Vested Shares ”):

% of targeted Total Consolidated EBITDA achieved		Vested Shares to be delivered to each Beneficiary on the amount of Allocated Shares (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%
102.00%		94.00%
103.00%		96.00%
104.00%		98.00%
105.00%		100.00%

Note: for example, if the Total Consolidated EBITDA achieved is equal to 95% of the target, the Beneficiary will have the right to receive 60% of the Allocated Shares. If the Total Consolidated EBITDA achieved is equal to 95.5% of the target, the Beneficiary will have the right to receive 60% of the Allocated Shares. In addition, each Beneficiary shall have the right to receive a number of Additional Shares to be determined according to Article 3 above. If not a whole number, the number of Vested Shares and of Additional Shares to be delivered to each Beneficiary shall be rounded down to the nearest whole number.

The Company will notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the years 2013 and 2014 within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2013 and 2014 respectively. The Company will similarly notify the Beneficiaries of the amount of (i) Consolidated EBITDA achieved for the year 2015, (ii) Total Consolidated EBITDA, (iii) Consolidated Net Financial Position as well as (iv) the result of the division pursuant to the above Article 7, point (ii), within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2015.

Article 9

Delivery of the Vested as well as Additional Shares and Cash Equivalent

The Company shall allocate and deliver to the Beneficiaries, in one tranche or, particularly for Beneficiaries entitled to receive a significant number of shares, even in more tranches at the discretion of the Company:

· not more than 50% of the Vested Shares and of the Additional Shares due pursuant to the above Article 8, within the 30 th day following the date on which the coupon relating to the dividend distribution resolved by the general Shareholders’ Meeting approving the Company’s financial statements at December 31, 2015 is detached or, alternatively, if the general Shareholders’ Meeting does not resolve the distribution of a dividend, within the 30 days from the date of that meeting and in no case later than December 31, 2016, unless otherwise provided for in the Allocation Letter (the “First Delivery Date” );

· the remaining Shares and Additional Shares due pursuant to the previous under Article 8, after one year from the First Delivery Date and, in any case, not later than December 31, 2017 (the “ Second Delivery Date ”), except for what may be stated under the Allocation Letter.

Shares and Additional Shares shall be delivered to the Beneficiary in dematerialized form by crediting them on the security deposit account of the Beneficiary at least five days prior to the date of the general Shareholders’ Meeting to be held to approve the Company’s financial statements as at December 31, 2015; the Beneficiary shall provide the Company with the details of the account to which any Cash Equivalent (as defined later) must be credited.

If the Company is not in the position required by the law to be able to issue the Shares and the Additional Shares and allocate them free of charge to the Beneficiaries, pursuant to Article 2349, paragraph 1, of the Italian civil code, or to transfer to them free of charge an equivalent number of treasury stock, then the settlement with the Beneficiary, in any event within the First and Second Delivery Date, shall take place through the payment of an amount in cash equal to the value of the Vested Shares and of the Additional Shares that would be delivered to the Beneficiary (the “Cash Equivalent” ). For each Vested and Additional Share the Cash Equivalent shall be the arithmetic average of the official price of the Company’s ordinary Shares on the Milan Stock Exchange ( Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A.) in the 30-day period preceding the 2015 dividend detachment date or, alternatively, if the general Shareholders’ Meeting does not resolve the distribution of a dividend, in the 30-day period preceding the date of such meeting. Whether the conditions required by law for the delivery of the Shares and of the Additional Shares are met or not, the Company may in any case alternatively decide to settle the value of the Shares and of the Additional Shares, in whole or in part, by the Cash Equivalent.

“ Executives with Strategic Responsibilities ” are defined as those persons having direct or indirect authority and the responsibility to plan, direct and control the activities of the Company, including its Board members, pursuant to Consob Resolution No. 17221/2010.

Article 10

Rights of the Shares

Vested Shares and Additional Shares shall have ordinary rights and, as a consequence, shall have rights equal to those of the other outstanding Shares at their date of issue.

Article 11

Costs and expenses

Article 12

Termination of the employment

In principle, the right of the Beneficiary to receive Vested Shares and Additional Shares is subject to its ongoing employment with its Employer.

Subject to Article 13 hereof and unless otherwise provided under the Allocation Letter:

(b) except for any contrary mandatory provisions of law, in the event that the employment terminates for any reason (other than that described under paragraph (a) hereinabove), the Beneficiary will definitively lose — as the consignee receives the dismissal notice or resignation letter, or the employment is jointly resolved — the right to receive the Vested Shares and the Additional Shares not yet actually delivered to him/her, whether or not the targets referred to under Article 7 above have been achieved and ascertained.

The Company’s Board of Directors or its designee may, in its discretional and unchallengeable judgment, as well as within the term set by it, deliver the Allocated Shares and the Additional Shares to the Beneficiary as well as to his/her heirs and successors, in a more ample manner than that provided for herein, or allocate to other Beneficiaries the Allocated Shares and the Additional Shares which become available after termination of the employment with one or more Beneficiaries.

Entitlement to the Allocated Shares and to the Additional Shares will not be affected should the Beneficiary move from the Company to one of its subsidiaries or vice versa, or move from one subsidiary to another.

For purposes hereof “ Change in Control ” means the happening of any of the following:

(b) execution of a final and binding agreement of (i) merger or business combination of the Company into or with another person, other than De Agostini S.p.A. and its parent companies and subsidiaries, if (A) a majority of the directors of the resulting person were not directors of the Company immediately prior to the effective date of such merger or business combination, or (B) the persons that jointly controlled the Company prior to the effective date of such merger or business combination, thereafter come to beneficially own, directly or indirectly, less than 50% of the combined voting rights of the then outstanding stock capital of the resulting person for the appointment of the relevant managing body; or (ii) sale or other even temporary disposition of all or substantially all of the assets of the Company to one or more persons jointly among them, if the voting rights to appoint the managing body/bodies of such person(s) are not at least 50% beneficially owned, directly or indirectly, by the Company and/or any of its controlling persons and/or respective subsidiaries or affiliates;

c) the control relationship ceases between the Company and the Employer of the Beneficiary if other than the Company.

Article 13

Death of the Beneficiary

In case of death of the Beneficiary, his or her heirs shall have the same rights as the Beneficiary at the time of his or her death, pursuant to Article 12, sub-paragraph a). As a result, heirs shall have the right to receive only the Shares and the Additional Shares due to the Beneficiary at the time of death, that is the Shares or Additional Shares in relation to which targets have been achieved although not yet ascertained. The Company shall deliver the Shares and the Additional Shares due (or alternatively the Cash Equivalent) by the First and the Second Delivery Date, respectively by crediting them on the accounts that the Beneficiary may have indicated pursuant to Article 9, second paragraph; alternatively, if the Beneficiary has not provided details of these accounts by the time of his or her death, the delivery shall be made in favor of the Beneficiary’s heirs or successors in a specific capacity, on the basis of the appropriate documentation proving their legitimate position under the law as heirs or successors in a specific capacity.

Article 14

Tax regime for the Shares

The income taxes of the Beneficiary (and the severance and assistance contributions — where applicable - to be borne by the same employee pursuant to the law) relating to (i) the delivery of the Shares and of the Additional Shares and their possible subsequent sale, and (ii) the payment of the

Cash Equivalent, shall be borne by the Beneficiary. Accordingly, upon delivery of the Shares and of the Additional Shares, or of the payment of the Cash Equivalent, in case withholdings (for tax, social security contributions, etc.) were due under the applicable law, the Beneficiary shall be obliged to provide the necessary funds to allow the Employer to make the payments due as withholding agent.

Article 15

Additional incentive instruments

The Plan shall not in any way limit the Company to adopt new incentive plans or similar ones, including those reserved for subjects other than the Beneficiaries.

Article 16

Duration of the Plan

The Plan shall in any event terminate no later than December 31, 2017, even in the event that one or more Shares or Additional Shares have not yet been delivered by that date. The non disposal provision set under Article 9 above for the Executives with Strategic Responsibilities shall survive so long as provided thereunder.

Article 17

Review of the Regulations

In the event of the Company undertaking capital increases, either free of charge or for consideration (except where serving stock incentive plans), splits or reverse splits, significant reserve distributions, mergers, demergers, or of exclusion of the Shares from the official listing on the Milan Stock Exchange (or other regulated market), changes in legislation or regulations, or of any other extraordinary event likely to prejudice the Shares, the achievement of the Plan’s targets or, more generally, the Plan itself, the Board of Directors of the Company shall amend and/or supplement the Regulations as deemed necessary and/or appropriate to keep the essential contents of the Plan as unaltered as possible, including the permission to receive the Shares and/or the Additional Shares in advance and/or dispose of the same, or of the Cash Equivalent resulting therefrom, notwithstanding the restrictions imposed on certain Beneficiaries in their capacity as Executives with Strategic Responsibilities, pursuant to Article 9 hereof.

Article 18

Confidentiality

Article 19

Applicable law

These Regulations shall be governed by the Italian law.

Article 20

Disputes

Any such dispute or controversy shall be subject to the exclusive competence of the Courts of Rome.

* * *




Rome, July 30, 2013		(GTECH S.p.A.)
		For the Board of Directors


For review and acceptance

,
(Place)	(date)	X

APPLICATION FORM

FOR MEMBERSHIP OF THE “GTECH S.p.A. 2013—2017 SHARE ALLOCATION PLAN RESERVED FOR

EMPLOYEES”

GTECH S.p.A.

Viale del Campo Boario, 56/d

Rome

The undersigned

Surname and name	X
Place and date of birth
Residence
Tax code

in his/her capacity as employee of the company (choose one):

GTECH S.p.A., with registred office in Viale Del Campo Boario, 56/D, Rome

subsidiary of GTECH S.p.A.:

declares that he/she has reviewed and obtained full knowledge of the Regulations of the “ GTECH S.p.A. 2013-2017 Share Allocation Plan reserved for employees” of GTECH S.p.A. and/or its subsidiaries, which form an integral and substantial part of this Application Form, and are hereby referred to in their entirety (also in the conventional terms and in the expressions), and that he/she accepts in full the terms, means and conditions provided therein by signing this Application Form, a copy of the Regulations themselves and a copy of the Allocation Letter all duly initialed on each page;

declares that he/she is aware of the fact, and accepts, that the right to receive by way of allocation an overall maximum number of X Shares was notified on July 30, 2013 to the undersigned through the Allocation Letter;

Sottoposta all’attività
di direzione e coordinamento di
De Agostini S.p.A
Sede legale: 28100 Novara
Via G. da Verrazzano, 15

declares that he/she is aware that this Application Form must be lodged with GTECH S.p.A. at the Company’s Department of Resources and Shared Services, or at any other competent Human Resource Department, as the case may be, by and not later than the date indicated below; failure to meet this deadline will lead to the loss of rights to the allocation of the Shares:

LATEST DATE FOR THE DELIVERY OF THE APPLICATION FORM

September 13, 2013

confirms to all effects and under his or her exclusive responsibility that the personal details provided above are exact;

confirms that he/she is aware of and accepts that this Application Form shall fail to be effective, also pursuant to Article 1326, paragraph 4, of the Italian Civil Code, should it or the Allocation Letter or any of the other attachments thereto be incomplete, i.e. not duly completed or signed in all parts;

confirms to have received the Allocation Letter and its attachments, as well as initialed on each page, and where so requested completed, undersigned and returned them by hand to the Company at its headquarters or any of its secondary premises, or at the headquarters or secondary premises of any of its Italian subsidiaries [only applicable to Italian based employees of GTECH S.p.A. or of any of its Italian subsidiaries ]

requests that GTECH S.p.A. acknowledges to him or her receipt of this Application Form and of the other connected documents, as well as membership of the Plan, by signing a copy of this Application Form.


,
(Place)	(date)


,
(Place)	(date)


	X

Exhibit 99.10

Regulations of the

“GTECH S.p.A. 2014—2018 Share Allocation Plan reserved for employees” of

GTECH S.p.A. and/or its subsidiaries

GTECH SpA
Concessionaria dello Stato	Società coordinata e diretta da:
00154 Roma - Viale del Campo Boario, 56/D	De Agostini SpA
T +39 06 518991 F +39 06 51894300	Sede Legale: 28100 Novara
Cap. Soc. 174.936.243,00 €	Via G. da Verrazzano,15
P. IVA - Reg. Imp. Roma e C.F. 08028081001
REA 1117269

NOTICE

Article 1

Introduction

The shareholders of GTECH S.p.A. (also referred to as, the “Company” ) resolved in an ordinary general meeting held on May 8, 2014, amongst other things, to approve the Plan and to grant every necessary or appropriate power to the Board of Directors to merely by way of example, (i) identify the beneficiaries from amongst the executives of the Company and/or its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of the foreign subsidiaries, and assign to each one of them such number of Shares as deemed appropriate; (ii) determine the results and/or performance indicators on which delivery of the Shares is would be subject; (iii) establish each and every further term and condition for the Plan to be put into effect; (iv) drawing-up and approve, as well as amend these Regulations to the extent deemed necessary or appropriate; all of the above to be in conformity with the information provided in the informational memorandum published to the benefit of the Company’s shareholders in advance of the above said meeting and, if necessary, having consulted with the Compensation and Nomination Committee.

To serve the Plan, the Board of Directors, in its meeting of July 31, 2014, amongst other things, approved these Regulations, whose clauses are inseparable amongst themselves.

Article 2

Purposes of the Plan

The purposes of the Plan can be identified and summarized as follows:

· to focus the attention of the Beneficiaries (as defined below) on factors of strategic interest for the Company;

· to encourage the loyalty of the Beneficiaries and providing a mechanism for incentivizing their stay within the group headed by the Company;

· to link the compensation of the Beneficiaries to the creation of value for the Company’s shareholders;

· to increase the competitiveness of the Company and of the group it heads, enabling pre-determined objectives to be reached;

· to ensure that the total compensation package of the Beneficiaries remains competitive with the market;

In these Regulations, “group” shall mean the controlling company and the companies directly or indirectly controlled pursuant to the provisions in force from time to time.

Article 3

Subject of the Plan

The Plan involves a maximum aggregate number of 428,058 Shares which, at the Company’s discretion, shall be issued and/or assigned free of charge pursuant to Article 2349, paragraph 1 of the Italian civil code, and/or to the applicable buy-back plan, to specific employees of the Company and/or of its subsidiaries (the “Beneficiaries” ).

The Beneficiaries and the number of Shares to be individually allocated have been determined by the Company’s Board of Directors, in accordance with the provisions of Article 6 below.

Qualification of each Beneficiary as an executive of the Company and/or of any of its Italian subsidiaries, or as Senior Vice Presidents, Vice Presidents, Key Directors or Managers of any of its foreign subsidiaries at the time of the above Board resolution as well as when becoming a member of the Plan pursuant to Article 4 hereof is conditional upon such membership. In extraordinary cases selected by the chairman of the Board of Directors, newly hired employees within December 31, 2014, qualifying as above, may be admitted as Beneficiaries by no later than the date of their hiring, provided that there are enough available Shares.

Article 4

Membership of the Plan

In accordance with the terms and conditions hereof, the Company’s Board of Directors has approved during the above said meeting of July 31, 2014 the allocation of Shares to the Beneficiaries who have been informed through the Allocation Letter on the number of Shares respectively allocated.

Article 5

Nature and characteristics of the Shares

Shares and Additional Shares are allocated free of charge: as a result Beneficiaries will not be held liable to pay any amounts to the Company.

In the event of employment termination or of death of the Beneficiary, Articles 12 and 13 shall respectively apply, unless otherwise provided by the Allocation Letter.

The Beneficiary recognizes and acknowledges that every benefit granted under the Plan is extraordinary and, as such, is not in any manner to be considered as an integral part of the Beneficiary’s ordinary compensation, nor may it be considered as title to or ground for similar or additional benefits, whether within the Plan or any other plans that may be approved by the Company or otherwise, not even at the termination date of the Plan. Furthermore, the Plan as such does not bind the Company to keep the Beneficiary employed.

Article 6

Criteria for the allocation of the Shares

The Board of Directors of the Company has identified the Beneficiaries from amongst the executives of the Company and/or of its Italian subsidiaries, as well as amongst the Senior Vice Presidents, Vice Presidents, Key Directors and Managers of its foreign subsidiaries, and established the maximum number of Shares allocated to each one of them (the “ Allocated Shares ”) pursuant to the criteria indicated by the Shareholders’ ordinary Meeting on May 8, 2014. The number of Allocated Shares is communicated to each Beneficiary by means of the Allocation Letter.

Article 7

Targets

The actual delivery of the Allocated Shares and of the related Additional Shares shall be subject to the satisfaction of both the following conditions:

(i) that the Total Consolidated EBITDA (as defined below) reaches at least 90% of the targeted Total Consolidated EBITDA specified under Article 8 hereof, first part; and

(ii) that the Consolidated Net Financial Position divided by the Consolidated EBITDA (both as defined below and relating to the financial year 2016), be no greater than 2.20 .

If one or both of the above targets are not met, the Allocated Shares and, consequently, the Additional Shares shall be forfeited.

For the purposes of these Regulations:

· “Consolidated EBITDA” shall mean EBITDA as presented in the group’s consolidated annual financial statements filed with the CONSOB for a calendar year. For LTI Plan purposes, actual Consolidated EBITDA will be reduced by (i) the excess of any non-recurring/one-off cash expenses (for example, inter alia, restructuring expenses) over the total budgeted amounts for the same period (for the budgeted expenses), and (ii) any non-recurring/one-off cash expenses that were not included in budget. However, the aforementioned non-recurring/one-off cash expenses are not intended to include any amounts that are related to the Company’s debt instruments (including hedge transactions), minority interests or income taxes. Exclusions of non-recurring/one-off cash expenses from the adjustment to the actual Consolidated EBITDA amount must be specifically approved by the Board of Directors of the Company . Actual Consolidated EBITDA will also be amended to reflect the adjustments defined by the Board of Directors of GTECH for certain of the Lottery Management Agreements. An additional adjustment will be made to remove any foreign exchange rate difference between actual and target attributable to the U.S. dollar British pound;

· “Total Consolidated EBITDA” shall mean the aggregate of the Consolidated EBITDA for 2014, 2015 and 2016 financial years;

· “Consolidated Net Financial Position” shall mean Net Financial Position (NFP) as presented in the group’s consolidated annual financial statements filed with the CONSOB for a calendar year. It is understood that quasi-equity borrowings (i.e. hybrid) are included in the Consolidated NFP. Consolidated NFP will be adjusted in order to ensure comparability between actual and target on some specific items defined by the Board of Directors (such as but not limited to dividend payments and accounts receivables based financing). An additional adjustment will be made to remove any foreign exchange rate difference between actual and target attributable to the U.S. dollar and British pound.

Article 8

Amount of Shares to be delivered

million — to be determined as follows and as communicated by the Company per the below notification (the “ Vested Shares ”):

% of targeted Total Consolidated EBITDA achieved		Vested Shares to be delivered to each Beneficiary on the amount of Allocated Shares (%)
less than 90%		0.00%
90.00%		30.00%
91.00%		36.00%
92.00%		42.00%
93.00%		48.00%
94.00%		54.00%
95.00%		60.00%
96.00%		66.00%
97.00%		72.00%
98.00%		78.00%
99.00%		84.00%
100.00%		90.00%
101.00%		92.00%
102.00%		94.00%
103.00%		96.00%
104.00%		98.00%
105.00%		100.00%

The Company will notify the Beneficiaries of the amount of Consolidated EBITDA achieved for the years 2014 and 2015 within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2014 and 2015 respectively. The Company will similarly notify the Beneficiaries of the amount of (i) Consolidated EBITDA achieved for the year 2016, (ii) Total Consolidated EBITDA, (iii) Consolidated Net Financial Position as well as (iv) the result of the division pursuant to the above Article 7, point (ii), within 30 calendar days following the approval by the Board of Directors of the consolidated financial statements for 2016.

Article 9

Delivery of the Vested as well as Additional Shares and Cash Equivalent

Meeting does not resolve the distribution of a dividend, within the 30 days from the date of that meeting and in no case later than December 31, 2017, unless otherwise provided for in the Allocation Letter (the “First Delivery Date” );

· the remaining Shares and Additional Shares due pursuant to the previous under Article 8, after one year from the First Delivery Date and, in any case, not later than December 31, 2018 (the “ Second Delivery Date ”), except for what may be stated under the Allocation Letter.

Shares and Additional Shares shall be delivered to the Beneficiary in dematerialized form by crediting them on the security deposit account of the Beneficiary at least five days prior to the date of the general Shareholders’ Meeting to be held to approve the Company’s financial statements as of December 31, 2016; the Beneficiary shall provide the Company with the details of the account to which any Cash Equivalent (as defined later) must be credited.

If the Company is not in the position required by the law to be able to issue the Shares and the Additional Shares and allocate them free of charge to the Beneficiaries, pursuant to Article 2349, paragraph 1, of the Italian civil code, or to transfer to them free of charge an equivalent number of treasury stock, then the settlement with the Beneficiary, in any event within the First and Second Delivery Date, shall take place through the payment of an amount in cash equal to the value of the Vested Shares and of the Additional Shares that would be delivered to the Beneficiary (the “Cash Equivalent” ). For each Vested and Additional Share the Cash Equivalent shall be the arithmetic average of the official price of the Company’s ordinary Shares on the Milan Stock Exchange ( Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A.) in the 30-day period preceding the 2016 dividend detachment date or, alternatively, if the general Shareholders’ Meeting does not resolve the distribution of a dividend, in the 30-day period preceding the date of such meeting. Whether the conditions required by law for the delivery of the Shares and of the Additional Shares are met or not, the Company may in any case alternatively decide to settle the value of the Shares and of the Additional Shares, in whole or in part, by the Cash Equivalent.

Article 10

Rights of the Shares

Vested Shares and Additional Shares shall have ordinary rights and, as a consequence, shall have rights equal to those of the other outstanding Shares at their date of issue.

Article 11

Costs and expenses

Article 12

Termination of the employment

In principle, the right of the Beneficiary to receive Vested Shares and Additional Shares is subject to its ongoing employment with its Employer.

Subject to Article 13 hereof and unless otherwise provided under the Allocation Letter:

For purposes hereof “ Change in Control ” means the happening of any of the following:

(b) execution of a final and binding agreement of (i) merger or business combination of the Company into or with another person, other than De Agostini S.p.A. and its parent companies and subsidiaries, if (A) a majority of the directors of the resulting person were not directors of the Company immediately prior to the effective date of such merger or business combination, or (B) the persons that jointly controlled the Company prior to the effective date of such merger or business combination, thereafter come to beneficially own, directly or indirectly, less than 50% of the combined voting rights of the then outstanding stock capital of the resulting person for the appointment of the relevant managing body; or (ii) sale or other even temporary disposition of all or substantially all of the assets of the Company to one or more persons jointly among them, if the voting rights to appoint the managing body/bodies of such person(s) are not at least 50% beneficially owned, directly or indirectly, by the Company and/or any of its controlling persons and/or respective subsidiaries or affiliates;

c) the control relationship ceases between the Company and the Employer of the Beneficiary if other than the Company.

Article 13

Death of the Beneficiary

In case of death of the Beneficiary, his or her heirs shall have the same rights as the Beneficiary at the time of his or her death, pursuant to Article 12, sub-paragraph a). As a result, heirs shall have the right to receive only the Shares and the Additional Shares due to the Beneficiary at the time of death, that is the Shares or Additional Shares in relation to which targets have been achieved although not yet ascertained. The Company shall deliver the Shares and the Additional Shares due (or alternatively the Cash Equivalent) by the First and the Second Delivery Date, respectively by crediting them on the accounts that the Beneficiary may have indicated pursuant to Article 9, second paragraph; alternatively, if the Beneficiary has not provided details of these accounts by the time of his or her death, the delivery shall be made in favor of the Beneficiary’s heirs or successors in a specific capacity, on the basis of the appropriate documentation proving their legitimate position under the law as heirs or successors in a specific capacity.

Article 14

Tax regime for the Shares

Additional Shares, or of the payment of the Cash Equivalent, in case withholdings (for tax, social security contributions, etc.) were due under the applicable law, the Beneficiary shall be obliged to provide the necessary funds to allow the Employer to make the payments due as withholding agent.

Article 15

Additional incentive instruments

The Plan shall not in any way limit the Company to adopt new incentive plans or similar ones, including those reserved for subjects other than the Beneficiaries.

Article 16

Duration of the Plan

The Plan shall in any event terminate no later than December 31, 2018, even in the event that one or more Shares or Additional Shares have not yet been delivered by that date. The non disposal provision set under Article 9 above for the Executives with Strategic Responsibilities shall survive so long as provided thereunder.

Article 17

Review of the Regulations

In the event of the Company undertaking capital increases, either free of charge or for consideration (except where serving stock incentive plans), splits or reverse splits, significant reserve distributions, mergers, demergers, or of exclusion of the Shares from the official listing on the Milan Stock Exchange (or other regulated market), changes in legislation or regulations, or of any other extraordinary event likely to prejudice the Shares, the achievement of the Plan’s targets or, more generally, the Plan itself, the Board of Directors of the Company shall amend and/or supplement the Regulations as deemed necessary and/or appropriate to keep the essential contents of the Plan as unaltered as possible, including the permission to receive the Shares and/or the Additional Shares in advance and/or dispose of the same, or of the Cash Equivalent resulting therefrom, notwithstanding the restrictions imposed on certain Beneficiaries in their capacity as Executives with Strategic Responsibilities, pursuant to Article 9 hereof.

Article 18

Confidentiality

Article 19

Applicable law

These Regulations shall be governed by the Italian law.

Article 20

Disputes

Any such dispute or controversy shall be subject to the exclusive competence of the Courts of Rome.

* * *



Rome, July 31, 2014		(GTECH S.p.A.)
		For the Board of Directors


For review and acceptance


,
(Place)	(date)	NAME

APPLICATION FORM

FOR MEMBERSHIP OF THE “GTECH S.p.A. 2014—2018 SHARE ALLOCATION PLAN RESERVED FOR EMPLOYEES”

GTECH S.p.A.

Viale del Campo Boario, 56/d

Rome

The undersigned

Surname and name		NAME
Place and date of birth
Residence
Tax code

in his/her capacity as employee of the company (choose one):

GTECH S.p.A., with registred office in Viale Del Campo Boario, 56/D, Rome

subsidiary of GTECH S.p.A.:

declares that he/she has reviewed and obtained full knowledge of the Regulations of the “ GTECH S.p.A. 2014-2018 Share Allocation Plan reserved for employees” of GTECH S.p.A. and/or its subsidiaries, which form an integral and substantial part of this Application Form, and are hereby referred to in their entirety (also in the conventional terms and in the expressions), and that he/she accepts in full the terms, means and conditions provided therein by signing this Application Form, a copy of the Regulations themselves and a copy of the Allocation Letter all duly initialed on each page;

declares that he/she is aware of the fact, and accepts, that the right to receive by way of allocation an overall maximum number of X Shares was notified on July 31, 2014 to the undersigned through the Allocation Letter;

GTECH SpA
Concessionaria dello Stato	Società coordinata e diretta da:
00154 Roma - Viale del Campo Boario, 56/D	De Agostini SpA
T +39 06 518991 F +39 06 51894300	Sede Legale: 28100 Novara
Cap. Soc. 174.936.243,00 €	Via G. da Verrazzano,15
P. IVA - Reg. Imp. Roma e C.F. 08028081001
REA 1117269

declares that he/she is aware that this Application Form must be lodged with GTECH S.p.A. at the Company’s Department of Resources and Shared Services, or at any other competent Human Resource Department, as the case may be, by and not later than the date indicated below; failure to meet this deadline will lead to the loss of rights to the allocation of the Shares:

LATEST DATE FOR THE DELIVERY OF THE APPLICATION FORM

September 12, 2014

confirms to all effects and under his or her exclusive responsibility that the personal details provided above are exact;

confirms that he/she is aware of and accepts that this Application Form shall fail to be effective, also pursuant to Article 1326, paragraph 4, of the Italian Civil Code, should it or the Allocation Letter or any of the other attachments thereto be incomplete, i.e. not duly completed or signed in all parts;

,
(Place)	(date)


		NAME

,
(Place)	(date)


		NAME

Exhibit 99.12

INTERNATIONAL GAME TECHNOLOGY PLC
2015 EQUITY INCENTIVE PLAN

SECTION 1. Purposes; Definitions

The purposes of this Plan are to focus directors and employees on business performance that creates shareholder value, to encourage innovative approaches to the business of the Company and to encourage ownership of Company Shares by directors and employees of the Company and its Subsidiaries.

For purposes of this Plan, the following terms are defined as set forth below:

“ Affiliate ” means a corporation or other entity controlled by, controlling, or under common control with the Company.

“ Applicable Exchange ” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Shares.

“ Award ” means a Share Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Unit, or Other Share-Based Award granted pursuant to the terms of this Plan.

“ Award Agreement ” means a written document or agreement setting forth the terms and conditions of a specific Award.

“ Business Combination ” has the meaning set forth in Section 10(e)(iii) .

“ Board ” means the Board of Directors of the Company.

“ Cause ” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define “Cause,” then any of the following: (A) an Eligible Individual’s violation of his or her obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (B) an act or omission by an Eligible Individual resulting in his or her being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty; (C) conduct by an Eligible Individual that constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of the Company’s code of conduct or a fiduciary duty to the Company or its shareholders; or (D) the determination by the Board or senior management of the Company that an Eligible Individual has violated state, federal, or applicable foreign law relating to the workplace environment, including, without limitation, laws relating to sexual harassment or age, sex, race, or other prohibited discrimination.

“ Change in Control ” has the meaning set forth in Section 10(e) .

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder, and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

“ Commission ” means the United States Securities and Exchange Commission or any successor agency.

“ Committee ” has the meaning set forth in Section 2(a) .

“ Company ” means International Game Technology PLC, a public limited company organized under the laws of England and Wales.

“ Corporate Transaction ” has the meaning set forth in Section 3(c) .

“ Disaffiliation ” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.

“ Eligible Individuals ” means directors and employees of the Company or any of its Subsidiaries, and prospective directors and employees who have accepted offers of employment from the Company or its Subsidiaries.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

“ Fair Market Value ” means, except as otherwise provided by the Committee, with respect to any given date, the closing reported sales price on such date (or, if there are no reported sales on such date, on the last date prior to such date on which there were sales) of a Share on the Applicable Exchange. If there is no regular public trading market for such Shares, the Fair Market Value of the Shares shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Section 409A and Section 422(c)(1) of the Code.

“ Free-Standing SAR ” has the meaning set forth in Section 5(b) .

“ Full-Value Award ” means any Award other than a Share Option or Share Appreciation Right.

“Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award, or (ii) such later date as the Committee shall provide in such resolution.

“ Individual Agreement ” means an employment or similar agreement between a Participant and the Company or one of its Subsidiaries.

“ Investors ” means, collectively, De Agostini S.p.A., a joint stock company organized under the laws of Italy, and DeA Partecipazioni S.p.A., a joint stock company organized under the laws of Italy.

“ Other Share-Based Award ” means Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Shares, including (without limitation) unrestricted shares, dividend equivalents, and convertible debentures.

“ Outstanding Company Shares ” has the meaning set forth in Section 10(e)(i) .

“ Outstanding Company Voting Securities ” has the meaning set forth in Section 10(e)(i) .

“ Participant ” means an Eligible Individual to whom an Award is or has been granted.

“ Performance Goals ” means the performance goals established by the Committee in connection with the grant of Awards.

“ Performance Period ” means the time period established by the Committee during which the achievement of the applicable Performance Goals is to be measured.

“ Performance Unit ” means any Award granted under Section 8 of a unit valued by reference to a designated amount of cash or other property other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Shares, or any combination thereof, upon achievement of such Performance Goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

“ Plan ” means the International Game Technology PLC Equity Incentive Plan, as set forth herein and as hereinafter amended from time to time.

“ Replaced Award ” has the meaning set forth in Section 10(b) .

“ Replacement Award ” has the meaning set forth in Section 10(b) .

“ Restricted Share ” means an Award granted under Section 6 .

“ Restricted Share Units ” has the meaning set forth in Section 7(a) .

“ Restriction Period ” has the meaning set forth in Section 6(d) .

“ Separation from Service ” has the meaning set forth in the definition of “Termination of Service.”

“ Share ” means an ordinary share, nominal value $0.10 per share, of the Company.

“ Share Appreciation Right ” has the meaning set forth in Section 5(b)(i) .

“ Share Change ” has the meaning set forth in Section 3(c) .

“ Share Option ” means an Award granted under Section 5(a) .

“ Subsidiary ” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

“ Tandem SAR ” has the meaning set forth in Section 5(b) .

“ Term ” means the maximum period during which a Share Option or Share Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Service or otherwise, as provided in the Plan or specified in the applicable Award Agreement.

“ Termination of Service ” means the termination of the applicable Participant’s employment with, or performance of services as a director for, the Company and any of its Subsidiaries. Unless otherwise determined by the Committee, a Participant employed by, or performing services as a director for, a Subsidiary or a division of the Company and its Subsidiaries shall also be deemed to incur a Termination of Service if, as a result of a Disaffiliation, such Subsidiary or division ceases to be a Subsidiary or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or director for, the Company or another Subsidiary. Temporary absences from employment because of illness, vacation, or leave of absence and transfers among the Company and its Subsidiaries shall not be considered Terminations of Service. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, a Participant who is subject to Section 409A of the Code shall not be considered to have experienced a “Termination of Service” unless the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code (a “ Separation from Service ”).

In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

SECTION 2. Administration

(a) Committee . This Plan shall be administered by the Board directly, or if the Board elects, by the Compensation Committee of the Board or such other committee of the Board as the Board may from time to time designate, which committee shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. All references in this Plan to the “ Committee ” refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing.

Subject to the terms and conditions of this Plan, the Committee shall have absolute authority:

(i) to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii) to determine whether and to what extent Share Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Units, Other Share-Based Awards, or any combination thereof are to be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve the form of any Award Agreement and determine the terms and conditions of any Award granted hereunder, including, but not limited to, the exercise price (subject to Section 5(a) ), any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company, or any Subsidiary or Affiliate) and any acceleration of vesting or forfeiture waiver regarding any Award and the Shares relating thereto, based on such factors as the Committee shall determine;

(v) to modify, amend, or adjust the terms and conditions of any Award (subject to Sections 5(a) and 5(b) ), at any time or from time to time, including, but not limited to, Performance Goals;

(vi) to determine under what circumstances an Award may be settled in cash, Shares, other property or a combination of the foregoing;

(vii) to determine whether, to what extent, and under what circumstances cash, Shares, and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant;

(viii) to adopt, alter, and repeal such administrative rules, guidelines, and practices governing this Plan as it shall from time to time deem advisable;

(ix) to establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable;

(x) to interpret the terms and provisions of this Plan and any Award issued under this Plan (and any Award Agreement relating thereto); and

(xi) to otherwise administer this Plan.

(b) Procedures .

(i) The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11 , allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

(ii) Subject to Section 11(a) , any authority granted to the Committee may be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

(c) Discretion of the Committee . Any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegated authority at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated individual pursuant to the provisions of this Plan shall be final, binding, and conclusive on all persons, including the Company, Participants, and Eligible Individuals.

(d) Cancellation or Suspension . Subject to Section 5(e) , the Committee shall have full power and authority to determine whether, to what extent, and under what circumstances any Award shall be cancelled or suspended.

(e) Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Award Agreement being signed (or acknowledged electronically) by the Company and the Participant receiving the Award unless otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12 .

SECTION 3. Shares Subject to Plan

(a) Plan Maximums. The maximum number of Shares that may be granted pursuant to Awards under this Plan shall be 11,500,000 Shares. Shares subject to an Award under this Plan may be authorized and unissued Shares.

(b) Rules for Calculating Shares Delivered . To the extent that any Award is forfeited, terminates, expires, or lapses instead of being exercised, or any Award is settled for cash, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under this Plan. If the exercise price of any Share Option or Share Appreciation Right and/or the tax withholding obligations relating to any Award are satisfied by delivering

Shares (either actually or through a signed document affirming the Participant’s ownership and delivery of such Shares) or withholding Shares relating to such Award, the gross number of Shares subject to the Award after payment of the exercise price and/or tax withholding obligations shall be deemed to have been granted for purposes of Section 3(a) .

(c) Adjustment Provision . In the event of a merger, consolidation, acquisition of property or shares, share rights offering, liquidation, disposition for consideration of the Company’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a “ Corporate Transaction ”), the Committee may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (ii) the maximum limitation set forth in Section 3(a) upon Awards, (iii) the number and kind of Shares or other securities subject to outstanding Awards, and (iv) the exercise price of outstanding Awards. In the event of a share dividend, share split, reverse share split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation, separation, or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company’s shareholders (each, a “ Share Change ”), the Committee shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the maximum limitations set forth in Section 3(a) upon Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards, and (D) the exercise price of outstanding Awards. In the case of Corporate Transactions, such adjustments may include, without limitation, (I) the cancellation of outstanding Awards in exchange for payments of cash, property, or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which holders of Shares receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of a Share Option or Share Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Share Option or Share Appreciation Right shall conclusively be deemed valid); (II) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (III) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). The Committee may adjust the Performance Goals applicable to any Awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other Company filings with the Commission.

(d) Section 409A. Notwithstanding Section 3(c) , in respect of Participants who are subject to Section 409A of the Code: (i) any adjustments made pursuant to Section 3(c) to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; and (ii) any adjustments made pursuant to Section 3(c) to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustments, either (A) the Awards continue not to be subject to Section 409A of the Code or (B) there is no resulting imposition of any penalty taxes under Section 409A of the Code in respect of such Awards.

SECTION 4. Eligibility

Awards may be granted under this Plan to Eligible Individuals.

SECTION 5. Share Options and Share Appreciation Rights

(a) Share Options . Share Options may be granted alone or in addition to other Awards granted under this Plan. Share Options granted hereunder shall not be designated as “incentive stock options” for purposes of Section 422 of the Code.

(b) Types and Nature of Share Appreciation Rights. Share Appreciation Rights may be “ Tandem SARs ,” which are granted in conjunction with a Share Option, or “ Free-Standing SARs ,” which are not granted in conjunction with a Share Option. Upon the exercise of a Share Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Share Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Share Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares or a combination thereof, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Share Appreciation Right.

(c) Tandem SARs . A Tandem SAR may be granted at the Grant Date of the related Share Option. A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Share Option is exercisable in accordance with the provisions of this Section 5 , and shall have the same exercise price as the related Share Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Share Option, and the related Share Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.

(d) Exercise Price . The exercise price per Share subject to a Share Option or Free-Standing SAR shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date.

(e) No Repricing . In no event may any Share Option or Share Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(c) , to decrease the exercise price thereof, be cancelled in exchange for cash or other Awards or in conjunction with the grant of any new Share Option or Free-Standing SAR with a lower exercise price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Share Option or Free-Standing SAR, unless such amendment, cancellation, or action is approved by the Company’s shareholders.

(f) Term . The Term of each Share Option and each Free-Standing SAR shall be fixed by the Committee, but no Share Option or Free-Standing SAR shall be exercisable more than ten years after its Grant Date.

(g) Exercisability . Except as otherwise provided herein, Share Options and Free-Standing SARs shall be exercisable at such time or times as shall be determined by the Committee and set forth in the applicable Award Agreement. The Award Agreement may also include any provisions as to continued employment or continued service as consideration for the grant or exercise of such Share Option or Free-Standing SAR, as well as provisions as to performance conditions, and any other provisions that may be advisable to comply with applicable laws, regulations or the rulings of any governmental authority.

(h) Method of Exercise . Subject to the provisions of this Section 5 , Share Options and Free-Standing SARs may be exercised, in whole or in part, at any time during the Term thereof by giving written notice of exercise to the Company specifying the number of Shares subject to the Share Option or Free-Standing SAR to be purchased. In the case of the exercise of a Share Option, such notice shall be accompanied by payment in full of the aggregate purchase price (which shall equal the product of such number of Shares subject to such Share Options multiplied by the applicable exercise price). The exercise price for Share Options may be paid upon such terms as shall be set forth in the applicable Award Agreement. Without limiting the foregoing, the Committee may establish payment terms for the exercise of Share Options pursuant to which the Company may withhold a number of Shares that otherwise would be issued to the Participant in connection with the exercise of the Share Option having a Fair Market Value on the date of exercise equal to the exercise price, or that permit the Participant to deliver Shares (or other evidence of ownership of Shares satisfactory to the Company) with a Fair Market Value equal to the exercise price as payment.

(i) Delivery; Rights of Shareholders . A Participant shall not be entitled to delivery of Shares pursuant to the exercise of a Share Option or Share Appreciation Right until the exercise price therefor has been fully paid and applicable taxes have been withheld. A Participant shall have all of the rights of a shareholder of the Company holding the class or series of Shares that is subject to such Share Option or Share Appreciation Right (including, if applicable, the right to vote the applicable Shares received upon exercise), when the Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a) , and (iii) in the case of a Share Option, has paid the aggregate exercise price for such Share Options and applicable taxes in full.

(j) Non-Transferability of Share Options and Share Appreciation Rights . No Share Option or Free-Standing SAR shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution; or (ii) in the case of a Share Option or Free-Standing SAR, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to such Participant’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise (for purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto). A Tandem SAR shall be transferable only with the related Share Option as permitted by the preceding sentence. Any Share Option or Share Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such Share Option is transferred pursuant to this Section 5(j) , it being understood that the term “holder” and “Participant” include such guardian, legal representative and other transferee; provided , however , that the term “Termination of Service” shall continue to refer to the Termination of Service of the original Participant.

SECTION 6. Restricted Shares

(a) Administration . Restricted Shares are actual Shares issued to a Participant and may be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall determine the Eligible Individuals to whom and the time or times at which grants of Restricted Shares will be awarded, the number of Shares to be awarded to any Eligible Individual, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture, and any other terms and conditions of the Awards, including those contained in Section 6(d) .

(b) Book-Entry Registration . Restricted Shares shall be evidenced through book-entry registration. If any certificate is issued in respect of Restricted Shares, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The transferability of this certificate and the ordinary shares represented hereby are subject to the terms and conditions (including forfeiture) of the International Game Technology PLC 2015 Equity Incentive Plan and an award agreement. Copies of such Plan and agreement are on file at the offices of International Game Technology PLC, 11 Old Jewry, 6th Floor, London EC2R 8DU, United Kingdom.”

(c) Terms and Conditions . An Award of Restricted Shares shall be subject to such terms and conditions, and to such restrictions against sale, transfer, or other disposition, as may be set forth in the applicable Award Agreement. The Committee may remove, modify, or accelerate the removal of forfeiture conditions and other restrictions on any Restricted Shares for such reasons as the Committee may deem appropriate. In the event of the death of a Participant following the transfer of Restricted Shares to him or her, the legal representative of the Participant, the beneficiary designated in writing by the Participant during his or her lifetime, or the person receiving such Shares under the Participant’s will or under the laws of descent and distribution shall take such Shares, subject to the same restrictions, conditions, and provisions in effect at the time of the Participant’s death, to the extent applicable, unless otherwise set forth in the applicable Award Agreement.

(d) Non-Transferability of Restricted Shares . Subject to the provisions of this Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such award of Restricted Shares for which such vesting restrictions apply (the “ Restriction Period ”), and until the expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Shares of Restricted Shares.

(e) Shareholder Rights . Except as provided in this Section 6 or the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Shares, all of the rights of a shareholder of the Company holding the class or series of Shares that is the subject of the Restricted Shares, including, if applicable, the right to vote the Shares and the right to receive any dividends (subject to Section 14(d) ); provided that the Award Agreement may specify whether, to what extent, and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Shares, or other property corresponding to the dividends payable on the Shares.

SECTION 7. Restricted Share Units

(a) Nature of Awards. Restricted Share Units are Awards denominated in Shares that shall be settled, subject to the terms and conditions of the Award Agreement evidencing the Restricted Share Units, in an amount in cash, Shares, or a combination thereof, based upon the Fair Market Value of a specified number of Shares (“ Restricted Share Units ”).

(b) Terms and Conditions . An Award of Restricted Share Units shall be subject to such terms and conditions, including vesting and forfeiture, as may be set forth in the applicable Award Agreement. The Committee may accelerate the vesting of any Restricted Share Units for such reasons as the Committee may deem appropriate. An Award of Restricted Share Units shall be settled as and when the Restricted Share Units vest, at a later time specified by the Committee in the applicable Award Agreement, or, if the Committee so permits, in accordance with an election of the Participant.

(c) Non-Transferability of Restricted Share Units . Subject to the provisions of this Plan and the applicable Award Agreement, during the Restricted Period, if any, set by the Committee, the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Restricted Share Units.

(d) Dividend Equivalents . The Award Agreement for Restricted Share Units shall specify whether, to what extent, and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Shares, or other property corresponding to the dividends payable on the Shares (subject to Section 14(d) ).

SECTION 8. Performance Units

Performance Units may be issued hereunder to Eligible Individuals for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under this Plan. The Performance Goals to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Unit. The conditions for grant or vesting and the other provisions of Performance Units (including, without limitation, any applicable Performance Goals) need not be the same with respect to each recipient. Performance Units may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement.

SECTION 9. Other Share-Based Awards

Other Share-Based Awards may be granted either alone or in conjunction with other Awards granted under this Plan.

SECTION 10. Change in Control Provisions

(a) General . The provisions of this Section 10 shall, subject to Section 3(c) , apply notwithstanding any other provision of this Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement.

(b) Impact of Change in Control . Upon the occurrence of a Change in Control, unless otherwise provided in the applicable Award Agreement: (i) all then-outstanding Share Options and Share Appreciation Rights shall become fully vested and exercisable, and all Full-Value Awards (other than performance-based Awards) shall vest in full, be free of restrictions, and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 10(c) (any award meeting the requirements of Section 10(c) , a “ Replacement Award ”) is provided to the Participant pursuant to Section 3(c) to replace such Award (any award intended to be replaced by a Replacement Award, a “ Replaced Award ”), and (ii) any performance-based Award that is not replaced by a Replacement Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the Award as determined by the Committee not later than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period)).

(c) Replacement Awards . An Award shall meet the conditions of this Section 10(c) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(c) ; (iii) if the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to vesting (including with respect to a Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. The determination whether the conditions of this Section 10(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(d) Termination of Service . Notwithstanding any other provision of this Plan to the contrary and unless otherwise determined by the Committee and set forth in the applicable Award Agreement, upon a Termination of Service of a Participant by the Company other than for Cause within 24 months following a Change in Control, (i) all Replacement Awards held by such Participant shall vest in full, be free of restrictions, and be deemed to be earned in full (with respect to Performance Goals, unless otherwise agreed in connection with the Change in Control, at the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the Award as determined by the Committee taking into account performance through the latest date preceding the Termination of Service as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period)), and (ii) unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, any Share Option or Share Appreciation Right held by the Participant as of the date of the Change in Control that remains outstanding as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Share Option or Share Appreciation Right.

(e) Definition of Change in Control . For purposes of this Plan, a “ Change in Control ” shall mean the happening of any of the following events:

(i) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (A) the then outstanding ordinary shares of the Company (the “ Outstanding Company Shares ”) or (B) the combined voting power of the then outstanding voting

securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided , however , that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (I) any acquisition directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (IV) any acquisition by the Investor or any Person controlled by, controlling, or under common control with the Investor, or (V) any acquisition by any entity pursuant to a transaction that complies with clauses (A), (B), and (C) of Section 10(e)(iii) ; or

(ii) Individuals who, as of the Effective Date, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the Effective Date of this Plan whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving the Company or any of its Subsidiaries with a third party other than any Investor or any Person controlled by, controlling or under common control with any Investor or sale or other disposition of all or substantially all of the assets of the Company to a third party other than any Investor or any Person controlled by, controlling, or under common control with any Investor (a “ Business Combination ”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding ordinary shares (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Shares and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any parent of such entity, any employee benefit plan (or related trust) of the Company, such entity resulting from such Business Combination or such parent, and any Investor and any Person controlled by, controlling, or under common control with any Investor)

beneficially owns, directly or indirectly, 30% or more, respectively, of the then outstanding ordinary shares (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

SECTION 11. Section 16(b); Section 409A

(a) The provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act (“ Section 16(b) ”). Accordingly, to the extent that Section 16(b) is applicable to the Company, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).

(b) This Plan is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be administered in all respects in accordance with Section 409A of the Code. Each payment under any Award that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, in the event that a Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts in respect of Awards that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following a Participant’s Separation from Service by reason of such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the Participant’s Separation from Service, to the extent required to avoid the imposition of tax penalties under Section 409A of the Code. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the Participant’s estate within 30 days following the date of the Participant’s death.

SECTION 12. Term, Amendment and Termination

(a) Effectiveness . This Plan was approved by the Company’s shareholders on March 13, 2015 and will be effective as of such date (the “ Effective Date ”).

(b) Termination . This Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.

(c) Amendment of the Plan . The Board or the Committee may amend, alter, or discontinue this Plan, but no amendment, alteration, or discontinuation shall be made that would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including without limitation, to avoid the imposition of tax penalties under Section 409A of the Code, Applicable Exchange listing standards, or accounting rules. In addition, no amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.

(d) Amendment of Awards . Subject to Section 5(e) , the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without the Participant’s consent, materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law (including tax law), Applicable Exchange listing standards, or accounting rules.

SECTION 13. Unfunded Status of Plan

It is presently intended that this Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Shares or make payments; provided , however , that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of this Plan.

SECTION 14. General Provisions

(a) Conditions for Issuance . The Committee may, in its discretion, require each Person purchasing or receiving Shares pursuant to an Award to represent to, and agree with, the Company in writing that such Person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of this Plan or Award Agreements hereunder, the Company shall not be required to issue or deliver any Shares under this Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state, federal, or foreign law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state, federal, or foreign governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

(b) No Contract of Employment . This Plan and the Award Agreements hereunder shall not constitute a contract of employment, and the adoption of this Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary to terminate the employment of any employee at any time.

(c) Required Taxes . No later than the date as of which an amount with respect to any Award under this Plan first becomes includible in the gross income of a Participant or subject to withholding for federal, state, local, or foreign income or employment or other tax purposes, such Participant shall pay to the Company or the applicable Affiliate, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise payable to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares.

(d) Limitation on Dividend Reinvestment and Dividend Equivalents . Reinvestment of dividends in additional Shares and the payment of Shares with respect to dividends to Participants holding Awards under this Plan shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then-outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Share Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Share Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Share Units on the terms contemplated by this Section 14(d) .

(e) Designation of Death Beneficiary . The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such Eligible Individual, after such Participant’s death, may be exercised.

(f) Subsidiary Employees . In the case of a grant of an Award to any employee of a Subsidiary, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of this Plan. All Shares underlying Awards that are forfeited or cancelled shall revert to the Company.

(g) Governing Law and Interpretation . This Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of England and Wales, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.

(h) Non-Transferability . Except as otherwise provided in Sections 5(j) , 6(e) , and 7(c) or as determined by the Committee, Awards under this Plan are not transferable except by will or by laws of descent and distribution.

(i) Clawback. All Awards under the Plan shall be subject to any clawback, recoupment, or forfeiture provisions required by law and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time, or otherwise adopted by the Board or a committee thereof.