The Board of Directors resolves to enter into a Domination Agreement on syskoplan AG

14 April 2010

The Board of Directors of Reply S.p.A., a company listed on the STAR segment [REY IM] of the Milan stock exchange, the Management and Supervisory Boards of syskoplan AG [SYS GR], a company listed in Frankfurt and belonging to the Reply Group, have, as of today’s date, resolved to enter into a Domination Agreement between syskoplan AG as dominated entity and its parent company Reply S.p.A. as dominating entity.

Reply S.p.A. which, as of 13th April 2010, holds 3,752,950 shares in syskoplan AG, or 79.28% of the share capital, under the Domination Agreement, will also have the operational control of the company via the Management Board, which will answer to the Reply S.p.A. Board of Directors.

As prescribed by regulations currently in force in Germany, and to compensate the minority shareholders, the agreement stipulates an annual minimum guaranteed dividend of 0.45 euros per share, considering the current German corporate tax conditions. This amount would, under the current shareholder structure, correspond to a total annual outlay to minority shareholders of a maximum of 460,000 euros.

In addition, the Domination Agreement sets a cash compensation of 8.17 euros per share for all shareholders who, in the three months subsequent to the Domination Agreement coming into force , may sell their shares to Reply S.p.A. The related maximum theoretical exposure for Reply S.p.A. would be approximately 8.4 million euros, in the event of complete uptake. Should the average official price of syskoplan AG shares in the three months prior to the announcement exceed this value the higher amount will be paid as adequate cash compensation, in accordance with German regulations.

To come into force, the Domination Agreement must be approved by the syskoplan AG general meeting, which will discuss the issue at the ordinary general meeting on 28th May 2010, being held to approve the 2009 annual report.